The New Board has the pleasure in presenting the Board
Report of Ballarpur Industries Limited (“Company”), along
with the audited financial statements, for the financial year
ended March 31, 2025 (“Period under review”). The
consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

Successful Implementation of Resolution Plan

The Hon’ble National Company Law Tribunal, Mumbai Bench
(“NCLT”), vide its order dated March 31, 2023, approved the
Resolution Plan submitted by Finquest Financial Solutions
Private Limited under Section 31 of the Insolvency and
Bankruptcy Code, 2016, and the plan was successfully
implemented by Finquest Financial Solutions Private Limited.
Upon successful implementation of the Resolution Plan, the
following activities have been made in the Company:

a. Reduction and extinguishment of issued Share
Capital of the Company prior to approval of
Resolution Plan,

b. Allotment of securities pursuant to the Resolution
Plan;

c. Reconstitution of the Board of Directors of the
Company and its Committees; and

d. Revocation of Power of Attorney/Authorizations
issued before and during CIRP by the Company.

Financial Performance

The financial performance of your Company for the financial
year ended March 31,2025, is given below:

Operations

A detailed review of the operations and performance of the
Company and its subsidiaries is provided in the chapter on
Management Discussion and Analysis in this Annual Report.

Dividend

No dividend was recommended on the Equity Share Capital of
the Company for the financial year ended 31^st March 2025.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.

Transfer to Reserves and Share Capital

No amount was proposed to be transferred to reserves during
the period under review.

Fixed Deposits

No amount of principal or interest on erstwhile fixed deposits
was outstanding as on 31 March 2025. Further, the Company
has not invited any fresh deposits.

Changes in the nature of business

The Company did not undergo any change in the nature of its
business during the period under review.

Management’s discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“the Listing Regulations”), the Management’s discussion and
analysis is separately set out in this Annual Report.

Board of Directors

As on March 31,2025, the Board of Directors of the Company
comprise of the following directors:

1. Hardik Bharat Patel - Whole Time Director (DIN:
00590663)

2. Parashiva Murthy B S - Non-Executive Director (DIN:
00011584)

3. Mr. Yeddala Kesava Reddy - Whole-time Director
(Appointed w.e.f. 10.06.2024 and regularized as Director
w.e.f 10.09.2024)

4. Mr. Kulandaipaian Thangaraju - Non-Executive

Independent Director (Appointed w.e.f. 31.07.2024 and
regularised as Director w.e.f. 10.09.2024)

5. Mr. Panchapakesan Swaminathan - Non-Executive
Independent Director (Appointed w.e.f. 31.07.2024 and
regularised as Director w.e.f. 10.09.2024)

6. Ms. Runel Saxena - Non-Executive Independent Director
(Appointed w.e.f. 23.09.2024 and regularized as Director
w.e.f. 19.12.2024)

The following directors have resigned during the financial year
2024-25:

1. Ruchit Patel - Non-Executive Director (DIN: 00603359)
(Resigned w.e.f. 10.06.2024)

2. Duraiswamy Gunaseela Rajan - Non-Executive
Independent Director (DIN: 00303060) (Resigned w.e.f.

12.06.2024)

3. Shaukat Hasanali Merchant - Non-Executive
Independent Director (DIN: 00075865) (Resigned w.e.f.

12.06.2024)

4. Bina Dinesh Trivedi - Non-Executive Independent
Director (DIN: 01476999) (Resigned w.e.f. 12.06.2024)

Key Managerial Personnel

As on March 31, 2025, the Key Managerial Personnel of the
Company comprise of the following:

1. Mr Hardik Bharat Patel, Chief Financial Officer (tll

26.05.2025)

2. Mr Punit Bajaj, Company Secretary and Compliance
Officer (w.e.f. 01.07.2023 till 30.06.2025)

Note:

1. Mr Punit Bajaj resigned as the Company Secretary of the
Company w.e.f. June 30, 2025, and Ms. Surbhi Dinesh
Chachada was appointed as the Company Secretary of the
Company w.e.f. December 31,2025.

2. Mr Hardik Patel resigned as Chief Financial Officer w.e.f.
May 26, 2025, and Mr Anil Manohar Lal Mehta was
appointed as the Chief Financial Officer w.e.f. May 27,
2025.

3. Mr Alok Prakash, was appointed as the Chief Executive
Officer w.e.f. April 16, 2025.

Nomination and Remuneration Policy

An excerpt of the Nomination and Remuneration Policy of the
Company is annexed along with the Corporate Governance
Report of the Company.

Board Evaluation

A formal annual evaluation has been made by the Board of its
own performance, Chairman of the Board, its Committee(s)
and individual Director(s). The performance evaluation has
been done by the entire Board of Directors, excluding the
Director being evaluated. Various evaluation techniques are
used to assess the performance of the Directors. The Directors
have participated in this evaluation process. The Independent
Directors in their separate meeting have also evaluated the
performance of the Chairman of the Company, Non¬
Independent Directors and the Board as a whole.

Declaration by Independent Directors

All Independent Directors of the Company have submitted
requisite declarations confirming that they continue to meet
the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”). The Independent
Directors have also confirmed that they have complied with
the Company’s Code of Conduct.

Registration of Independent Directors in Independent
Director’s Databank

All the Independent Directors of the Company have been
registered and are members of Independent Directors
Databank maintained by Indian Institute of Corporate Affairs.

Meetings of the Board and its Committees

The Board currently has four (4) Committees, namely, Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social
Responsibility Committee.

A detailed update on the Board, its composition, detailed
charter including terms of reference of various Board
Committees, number of Board and Committee meetings held
during the Financial Year 2025 and attendance of the Directors
is provided in the Corporate Governance Report, which forms
part of the Annual report.

All the recommendations made by the Committee(s) of the
Board including the Audit Committee were accepted by the
Board.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held on
13.02.2025, inter-alia, to discuss evaluation of the
performance of Non-Independent Directors, the Board as a
whole, evaluation of the performance of the Chairman, taking
into account the views of the Executive and Non-Executive
Directors and the evaluation of the quality, content and
timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and
reasonably perform its duties.

Subsidiary Companies & Consolidation of Accounts

The Company has 1 Indian subsidiary Avantha Agritech
Limited (AAL) which was formerly BILT Tree Tech Limited. AAL
is a direct subsidiary. In the last few years excess availability of
wood in the market resulted in a substantial reduction of wood
prices and consequently, the farmers have been shifting away
from growing wood to other crops and horticulture plants. In
view of the same AAL sold part of its Agroforestry Business.

The Company also has five foreign subsidiaries. Of these,
three are based in The Netherlands: (i) Ballarpur International
Holdings B.V. (BIH), (ii) BILT Paper B.V. (BPBV), and (iii)
Ballarpur Speciality Paper Holdings B.V. (BSPH), (iv) One step-
down subsidiary BILT General Trading (FZE) is based in the
UAE, (v) one step-down subsidiary Mirabelle Trading Pte. Ltd.
Based in Singapore.

The following updates are extremely important to be noted by
the Members of the Company:

a. The Financial Statements of 2 step down foreign
subsidiaries (Mirabelle Trading Pte. Ltd. and Bilt Graphic
Trading FZE) and 1 domestic subsidiary (Avantha
Agritech Ltd) which have a total assets base of Rs. 67,542
lakhs and which are material to the group are unaudited.

b. One of the foreign subsidiaries, Ballarpur Speciality
Paper Holdings B.V. has fully written off its investment in
BILT General Trading FZE, UAE ("BGT") in Financial Year
2019-20 as BGT does not carry on any operations and
there is no intention to carry on the business in future
also the license of BGT has expired.

The performance and financial position of each
subsidiary and joint venture are detailed in the ‘Statement
containing salient features of the financial statement of
subsidiaries, associate companies/joint ventures in Form
AOC-1, pursuant to Section 129 of the Act which is
enclosed as Annexure-1 to this Board’s Report. Material
changes and commitments affecting financial position
between the end of the financial year and date of the
report.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in
relation to Financial Statements of the Company for the year
ended 31^st March, 2025, the Board of Directors state that:

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

• The Directors had 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 at
the end of the Financial Year and of the profit and loss of
the Company for that period;

• The Directors had 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;

• The Directors had prepared the annual accounts on a going
concern basis;

• The Directors had laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

Secretarial standards

The Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India.

Listing on stock exchanges

The Company’s shares are listed on BSE Limited and the
National Stock Exchange of India Limited.

Auditors and Auditors’ Reports

Statutory auditor

Pursuant to the terms of the approved resolution plan, the New
Board had appointed M/s. Batliboi & Purohit, Chartered
Accountants (Firm Registration No. 101048W) as the Statutory
Auditors of the Company for a term of 5 years, who shall hold
office from conclusion of Seventy Fifth Annual General
Meeting till conclusion of Eightieth Annual General Meeting of
the Company, to audit the financial statements of the
Company.

Auditors’ Qualifications / Disclaimer of Opinion

M/s Batliboi & Purohit, have made disclaimer of opinion in their
report on the consolidated financial statements and
qualifications on the standalone financial statements of the
Company for the financial year ended 31^st March 2025.
However, the Auditors have not reported any frauds to the
Audit Committee as prescribed under Section 143(12) of the
Companies Act, 2013.

The following are the Board’s responses to the same:

1. Qualification: The National Stock Exchange of India
Limited (NSE) and Bombay Stock Exchange (BSE) Ltd have
imposed fines on the Parent for delays in compliance
pertaining to various regulations under the Listing
Regulations. According to the Listing Regulations, a
penalty of Rs. 5,000 per day per stock exchange is imposed
for non-adoption of financial results. The Parent has filed
an Interlocutory Application (IA) before the Hon'ble
National Company Law Tribunal (NCLT), Mumbai Bench
seeking an extension/exemption for statutory filings which
includes the quarterly & yearly financial statements for the
period ended 31st March,2025. The aforesaid lA is
currently pending with the NCLT for which the Parent is
hopeful of obtaining relief. Given that the non-compliance
is ongoing and the matter is sub-judice, the Parent has not
made any provision in the books of accounts towards the
said penalties, as the amount is currently not
ascertainable. Hence, we are not able to state the impact
of the same on the consolidated total comprehensive loss
and the reserves and surplus for the quarter and year
ended March 31,2025.

Management Response: The delay in the submission of
the unaudited consolidated financial results was not due
to any intentional non-compliance on the part of the
Parent. The availability of certain crucial documents was a
challenge, and despite our best efforts to expedite the
process, the finalization of financials was delayed. As
mentioned above, the management of the parent have
filed an lnterlocatory Application (IA) before Hon. National
Company Law Tribunal (NCLT), Mumbai Bench for
providing extention/ exemption for statutory filings which
includes un-audited financial results for the quarter and
year ended March 31 2025. The aforesaid IA is pending with
NCLT and Parent is quite optimistic to get the relief.
Consequent to receiving the affirmation from NCLT the
Parent shall further seek the waiver of the aforesaid
penalty from NSE which the company anticipates waiver
from the respective Stock Exchange. The imposition of this
fine under the current scenario appears to be
disproportionate, considering the unique complications
and the challenges posed due to non-availability of data
from the Erstwhile Promoters / Resolution Professional of

the Parent. Charging such a significant penalty under these
circumstances would be unfair to the Parent, as the delays
were purely procedural and unintended. In light of this, the
Parent's management is hopeful that the NSE will
favorably consider their waiver request, and thus, no
provision has been made for the penalty in books. The
Parent Management firmly believe that the Parent has
acted in good faith, and with due diligence, and the
imposition of this penalty is not reflective of any negligence
or disregard for compliance on our part.

2. Qualifications: One of the foreign subsidiary Ballarpur
Speciality Paper Holdings B.V. has fully written off its
investment in BILT General Trading FZE, UAE ("BGT") in
financial year 2019-20 as BGT does not carry on any
operations and there is no intention to carry on the
business in future and also the license of BGT was expired.
Since, the financial Statement of BGT for the year ended
March 31, 2025 are not available with Parent's
Management therefore the opening balances of balance
sheet from FY 2018-19 have been considered for
preparation of consolidated financial Statement for the
year ended March 31,2025. As a result, the consequential
impact, if any, on the Consolidated Financial Statement is
not ascertainable.

Management Response: One of the foreign subsidiary
Baliarpur Speciality Paper Holdings B.V. has fully written
off its investment in BILT General Trading FZE, UAE ("BGT")
in financial year 2019-20 as BGT does not carry on any
operations and there is no intention to carry on the
business in future and also the license of BGT was expired.

3. Qualification: The year ended March 31, 2025 financial
statement of 1 step down foreign subsidiary (Mirabelle
Trading Pte. Ltd) and 1 domestic subsidiary (Avantha
Agritech Limited) are not available and therefore, the
opening balances of balance sheet from FY 2019-20 have
been considered in the preparation of the Consolidated
Financial Statements for the year ended March 31,2025.
As a result, the consequential impact, if any, on the
Consolidated Financial Statements is not ascertainable.

Management Response: Pursuant to commencement of
CIRP, the board of directors of the parent stands\
suspended and the management of the parent vested with
the RP. The RP is expected to make every endeavor to
protect and preserve the value of the property of the parent
and manage the operations of the parent as a going
concern.

The CIRP process of the Parent has been concluded, and
Baliarpur Industries Limited ("BlLT/parent") has been
acquired by Finquest Financial Solutions Private Limited
on an "as-is where-is" basis, pursuant to a resolution plan
approved by the Hon'ble NCLT vide order dated 31st March
2023. The Closing Date in terms of the Resolution Plan
occurred on 12"' June 2023 and a new Board of Directors
have been appointed vide resolution dated 12th June 2023.

Further it may be noted that the Current Directors of the
parent have adopted the aforesaid financial statements in
good faith with the sole objective of fulfilling statutory
compliances without incurring any responsibility or

liability for the same or any part thereof. The Current
Directors / Key Managerial Personnel of the Parent have, in
this regard, relied solely and exclusively on the books,
papers, records and other information, documents,
clarifications, representations, communications, notices
&/or certifications (collectively, "Books & Records")
handed over and furnished to them by or on behalf of the
RP and/or the respective subsidiaries/associates.

4. Qualification: The Consolidated Financial Statements
includes the financial statement of 1 foreign subsidiary,
(Ballarpur International Holdings B.V)., having asset base
of Rs. 1,50,981 Lakhs & having total revenue Rs. 549 Lakhs
for the year ended March 31, 2025, which have neither
been audited nor certified by its management. The
consolidation of this entity has been carried out based on
such unaudited and non-management certified financial
statements. In the absence of audit of the financial
information of the entity, we were unable to obtain
sufficient appropriate audit evidence to determine the
financial impact if any arising from such financial
information on the consolidated financial Statements.
Accordingly, we are unable to determine whether any
adjustments might have been necessary in respect of the
financial position and results of operations of the entity
included in the Consolidated Financial Statements, and
the overall impact thereof on the consolidated financial
Statements of the Group.

Management Response: Parent have made efforts to get
un-audited financial information from all subsidiaries and
associates but there is lack of required financial data and
information from the management of such subsidiaries
and associates which is creating obstacles in finalizing the
consolidated financial results of BILT.

Hence, the new management of Parent is of the view that
the best approach would be to finalise the consolidated
financial statements of BILT based on available
information.

Particulars of contracts or arrangements made with
related parties

As per Note 36 of the audited financial statements of the
company on standalone basis for the financial year 2024-25,
all the transactions with related parties entered during the
review period were in the ordinary course of business. The
details of material contracts, arrangements or transactions
with related parties which require disclosure in Form AOC-2,
is annexed to this report as Annexure-2.

Secretarial auditor

The Board had appointed M/s Viral Sanghavi & Associates,
Company Secretaries (Firm Registration No.: 3130), to
conduct Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report is annexed to this
report as Annexure-3.

Cost Auditor

Bahadur Murao & Co., Cost Accountants, New Delhi (Firm
Registration No. 000008) were appointed as the Cost Auditors
of the Company, to carry out the cost audit in relation to the
financial year ending 31^st March 2025.

Further, the Company is required to maintain cost records as
required under Section 148(1) of the Companies Act, 2013 and
the Cost Audit Report confirms that such accounts and
records are being made and maintained by the Company,
despite the absence of production activities during the period
under review.

Internal Auditor

The Board had appointed M/s. Todarwal & Todarwal LLP,
Chartered Accountants, (Firm's Registration No.
111009W/W100231) Mumbai as the Internal Auditors of the
company to conduct Internal Audit of records maintained by
the Company for the Financial Year 2024-25.

Corporate Governance

The report on Corporate Governance together with the
Compliance Certificate is attached and forms part of this
Annual Report.

Adequacy of internal financial controls

The Company has in place adequate the Internal Financial
Controls commensurate with the business operations of the
Company which are operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely
preparation of reliable financial disclosure.

Investor Education and Protection Fund (IEPF)

As per the information made available to the New Board,
during the period under review the Company was not required
to transfer any amount towards the fund.

Business Risk Management

The Company has a risk management mechanism in place to
manage uncertainties through identification, analysis,
assessment, implementing and monitoring to reduce the
impact of risks to the business which is discussed in detail in
the Management Discussion and Analysis section of this
Annual Report.

Statutory Committees

The Corporate Governance Report may be referred for details
on Statutory Committees.

Statutory Policies

In compliance of the various provisions of the Companies Act,
2013, and Listing Regulations, the Company has made the
following policies which are available on its website:
www.biltpaper.in

• Policy on materiality of and dealing with related party
transactions.

• Policy for preservation ofdocuments.

• Policy on determination of materialityof events.

• Policy on disclosure of unpublished price sensitive
information.

• Whistle Blower Policy, covering all employees and
Directors, for the vigil mechanism inter alia providing
direct access to any whistle blower to the Chairman of
the Audit Committee, as per said policy.

• Policy on Prevention of Sexual Harassment of Women at

Workplace in line with the requirement of “The Sexual
Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013”.

Prevention of Sexual Harassment of Women at Workplace

The Company has Internal Complaints Committees in place in
all the units in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No complaints were received during the period under review.

Significant/ Material Orders passed by Regulators

Commencement of Corporate Insolvency Resolution
Process (CIRP)

The National Company Law Tribunal (NCLT), Mumbai Bench,
initiated the Corporate Insolvency Resolution Process (CIRP)
against the Company on January 17, 2020, based on the
application filed by Finquest Financial Solutions Private
Limited ("FFSPL"). Mr. Divyesh Desai was appointed as the
Interim Resolution Professional. Later, Mr. Anuj Jain was
appointed as the Resolution Professional (RP) by the NCLT on
May 27, 2020. This process suspended the powers of the
Company's erstwhile board of directors, mandating the IRP
and RP to manage its affairs.

Approval and Implementation of the Resolution Plan

The NCLT approved the resolution plan submitted by FFSPL on
March 31, 2023, marking a significant milestone in the
Company's restructuring under the Insolvency and Bankruptcy
Code. Pursuant to the Approved Resolution Plan, a monitoring
committee oversaw the Company's operations and the plan's
implementation until October 25, 2023. FFSPL acquired
majority shareholding in the Company, leading to the
appointment of a new board of directors on June 12, 2023, and
September 08, 2023.

Particulars of employees

Information required under Section 197(12) of the Companies
Act, 2013, read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, is annexed with this Annual Report as Annexure-4.

Conservation of Energy, Research & Development,
Technology Absorption and Foreign Exchange Earnings and
Outgo

The details of Energy Conservation, Research and
Development, Technology Absorption and Foreign Exchange
Earnings and Outgo as required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached as Annexure-5 to this
Board’s Report.

Corporate Social Responsibility (CSR)

As per the criteria mentioned in Sub-Section (1) of Section 135
of Companies Act, 2013, the Company is not required to
constitute CSR committee. Also, provisions relating to
formulation of CSR (Corporate Social Responsibility) Policy
are not applicable to the Company.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March, 2025 will be made
available on the Company’s website at www.biltpaper.in

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, only top one thousand listed entities based on
market capitalization are mandated to prepare BRSR and
accordingly, the same is not applicable to the Company.

For and on behalf of the Board of Directors