Dear Members,

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, 2024 (" Period under review "). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Inherent Limitations and Inhibitions

Please note that specifically, and among other matters, the Company's financial statements for the financial years 201920, 2020-21, 2021-22 and 2022-23 have not been prepared, audited, approved and filed with the jurisdictional registrar of companies (" ROC "), as is required under the relevant provisions of the Companies Act, 2013 read with the rules and regulations framed thereunder (" Companies Act ") and requisite documentation and information to enable preparation of the same were not made available to the New Board. At the time of handover of control, only the audited financial statements up to FY 2019, and the unaudited standalone consolidated financial statements of the Company up to FY 2021 were handed over to the New Board.

It is the new management which incurred additional costs and took all efforts to prepare the consolidated financial statements up to FY 2024 and has successfully completed the statutory audit of the same along with standalone financial statements. However, the accounts of the Company for the financial year ending March 31, 2024 (" Subject Accounts "), also include the period prior to the Closing Date (June 12, 2023 (As per terms of the Resolution Plan)).

It is pertinent to note that this Board's Report and Subject Accounts are required to: (i) be approved , and signed by or on behalf of the New Board and KMPs; (ii) undergo statutory audit by the Company's auditors; (iii) approved by the Company's shareholders; (iv) filed with the ROC in order to (a) fulfill requisite compliance requirements, including under the Companies Act and (b) to cure/regularize the non-compliance of the Company with respect to its filing requirements under the Companies Act including to make its status 'Active Compliant' with the registrar of companies (and as reflected on the portal of Ministry of Corporate Affairs) in terms of and for the implementation of the Approved Resolution Plan. Accordingly, in fulfilling these compliance requirements certain inherent limitations and inhibitions are involved for the New Board and KMPs and management of the Company (" Inherent Limitations and Inhibitions "), as is set out below in further detail.

The Subject Accounts have been signed by Mr. Hardik B. Patel, the Whole-Time Director, Mr. Parashiva Murthy B S, Director & Mr. Punit Bajaj, Company Secretary and this Board Report is being approved by the Company's New Board, subject to the following Inherent Limitations and Inhibitions:

(i) the New Board and KMPs had no access to or role in relation to the affairs and or management Company for the period between April 1, 2023 to June 12, 2023 (" Subject Period ");

(ii) the New Board and KMPs have, in this regard, relied solely and exclusively on the books, papers, records and other information, documents, clarifications, representations, communications, notices and/or certifications (collectively, " Books and Records ") furnished to them by or on behalf of the Resolution Professional and the records and details available with the staff of the Company. The New Board has approved this Board Report and Mr. Hardik B. Patel, Whole Time Director had signed the Subject Accounts on the basis that the available Books and Records believing that the same: (a) are genuine, correct and accurate; (b) have been prepared and maintained in accordance with the applicable accounting standards, policies and conventions , and the New Board and KMPs are not aware of any significant exercise of judgment which has not been disclosed to them in writing in this regard; and (c) are not in any way fraudulent or misleading;

(iii) in addition to, and without prejudice to what is stated in paragraph (ii) above, the New Board and KMPs, without being under an obligation to do so, have ascertained that they don't have access to certain information and details for the Subject Period which may have a bearing on the Books and Records required for finalization and approval of this Board Report and the Subject Accounts (nonillustrative list):

a. The Parent has valued stores and spares at Rs.1,166.83 lakhs as at March 31,2024. This valuation is subject to inherent limitations, given that certain inventory records and supporting documents are adopted as per the data provided by the RP/ previous management. Parent's Management believes that the carrying value of stores is appropriate as at the reporting date, based on the available information considering the provisioning taken in the book of accounts.

b. Bank reconciliation statements of Parent as at March 31,2024 have not been prepared for 17 bank accounts having a carrying amount of Rs 9.20 Lakhs since the bank statements were not available for these bank accounts. Also, no balance confirmation could be obtained from any of the banks.

c. Bank statements for 5 bank accounts maintained by the Parent relating to unpaid dividends are not available having a carrying amount of Rs. 27.59 Lakhs as at March 31, 2024.

d. The Parent is currently in the process of identifying and confirming the status of its vendors to determine if they qualify as Micro, Small, and Medium Enterprises (MSME) under the Micro, Small and Medium

Enterprises Development Act, 2006. Due to certain limitations/confirmations pending from the vendors, we have not been able to fully quantify the outstanding dues, if any, owed to MSME vendors as of the reporting date.

e. 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 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 was expired.

f. The consolidated financial statement includes the financial statement of 1 foreign subsidiary, (Ballarpur International Holdings B.V)., for the year ended March 31,2024, which have neither been audited nor certified by its management. Further, the consolidated financial statement also includes the financial Statement of 1 subsidiary namely Ballarpur Speciality Paper Holdings B.V. 1 step-down subsidiary namely, Bilt Paper B.V., 1 associate of step-down subsidiary Ballarpur Paper Holdings B.V., which have not been audited by their respective auditors but have been certified by their respective managements. The consolidation of these entities has been carried out based on such unaudited and management-certified financial statements.

g. 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. Since Financials statements of these companies were unavailable the asset bases of Mirabelle Trading Pte Ltd and Avantha Agritech Ltd as on March 31, 2020 and as on March 31, 2019 of Bilt General Trading FZE was considered for consolidation purpose.

(iv) the New Board and KMPs do not take any responsibility or liability for the Books and Records not being in line with the matters stated in paragraph (ii) above, and for the matters that are not available as detailed in paragraph (iii) above. No statement, fact, information (whether current or historical) or opinion contained herein should be deemed or construed as a representation or warranty, confirmation, undertaking and / or assurance, whether express or implied, by the New Board and KMPs.

(v) Additionally, and without prejudice to the above, the New Board and KMPs further disclaim all responsibility as to matters regarding: (a) recording, disclosing and dissemination of matters set out in, and record-keeping and preservation of, the Books and Records; (b) matters that require specific disclosure in this Board Report and the Subject Accounts, including (without limitation) identification of related parties and related party transactions; and (c) matters concerning maintenance of internal controls, systems and processes;

(vi) The New Board and KMPs believe and have relied upon the accounts and financial statements of all the subsidiaries, joint ventures and related parties, being duly and properly prepared, verified and approved in accordance with applicable laws including the relevant accounting standards, for the purpose of consolidation of such financial statements and preparation of this Board Report and the Subject Accounts.

For the reasons set out in the preceding paragraphs, the New Board and KMPs are submitting this Board Report (including for sake of clarity, the Director's Responsibility Statement set out herein) in compliance with the provisions of the Companies Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and in good faith and strictly on a without liability basis; and no suit, prosecution or other legal proceeding shall lie against them, now or in future, in relation to or in connection with (in any manner whatsoever) this Board Report or any matter stated herein (including, for sake of clarity, the Director's Responsibility Statement set out herein) and the Subject Accounts.

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 pursuant 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 31,2024, is given below: (Rs. in Lak h)

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 March 31, 2024.

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 2024. 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 31,2024, the Board of Directors of the Company comprise of the following directors:

1. Hardik Bharat Patel - Whole Time Director and Chief Financial Officer (DIN: 00590663) (Appointed w.e.f.

12.06.2023)

2. Parashiva Murthy B S - Non-Executive Director (DIN: 00011584) (Appointed w.e.f. 12.06.2023)

3. Duraiswamy Gunaseela Rajan - Non-Executive Independent Director (DIN: 00303060) (Appointed w.e.f. 12.06.2023 upto 13.06.2024)

4. Shaukat Hasanali Merchant - Non-Executive Independent Director (DIN: 00075865) (Appointed w.e.f. 08.09.2023 upto 13.06.2024)

5. Bina Trivedi - Non-Executive Independent Director (DIN: 01476999) (Appointed w.e.f. 08.09.2023 upto 13.06.2024)

6. Ruchit Patel - Non-Executive Director (DIN: 00603359) (Appointed w.e.f. 08.09.2023 upto 10.06.2024)

Note:

1. Mr Hardik Bharat Patel, Mr Parashiva Murthy B S and Mr Duraiswamy Gunaseela Rajan, were appointed as Directors by the Monitoring Committee in its meeting held on 12.06.2023, in accordance with the terms of the Resolution Plan. Further, in terms of the Explanation to Section 30(2) of the Insolvency and Bankruptcy Code, 2016, the appointment of such directors as part of the implementation of the Resolution Plan is deemed to have received the approval of the shareholders.

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

3. The following directors are deemed to have resigned with effect from June 12, 2023, in accordance with the resolution passed by the Monitoring Committee and as per the terms of the Resolution Plan.

a) Mr. Rajeev Ranjan Vederah - Independent Director

(DIN: 00012252) (ceased a director w.e.f.

12.06.2023)

b) Dr. Padmakumar Nair - Independent Director (DIN: 03109973) (ceased a director w.e.f. 12.06.2023)

c) Ms. Yashashree Gurjar - Non-Executive Director

(DIN: 02674807) (ceased a director w.e.f.

12.06.2023)

Key Managerial Personnel

As on March 31, 2024, the Key Managerial Personnel of the Company comprise of the following:

1. Mr Hardik Bharat Patel was appointed as the Chief Financial Officer w.e.f. 12.06.2023.

2. Mr Punit Bajaj was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 01.07.2023

Note:

1. Mr Akhil Mahajan resigned as the Company Secretary of the Company w.e.f. 30.06. 2023.

2. Mr Neehar Aggarwal resigned as the CEO of the Company w.e.f. 22.06.2023.

3. 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.

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, NonIndependent 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 2023-24 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 March 31, 2024 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.

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 initially served 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.

Current Governance Structure and Compliance

The New Board, led by Mr. Hardik B. Patel as the Chairman cum Whole-Time Director, comprises independent directors and key management personnel appointed in accordance with the Approved Resolution Plan and the NCLT Order. The plan is binding on all stakeholders, including employees, creditors, and government authorities. Mr. Punit A. Bajaj serves as the Company Secretary, ensuring compliance with regulatory requirements under the new governance framework established post-resolution.

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 March 31,2024, 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 March 31, 2024.

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: We are appointed as auditors of the Parent on September 10, 2024 and therefore we are unable to satisfy ourselves by performing alternative procedures regarding the stores & spares quantities held by Parent and valuation as at March 31, 2024, as per SA 501 'Audit Evidence - Specific Consideration for selected item'. Therefore, we are unable to conclude whether the stores & spares of Rs 1,166.83 Lakhs (after provision for obsolescence) are fairly stated as at March 31,2024 in the books of Parent and unable to ascertain the impact of this on Consolidated Financial Statements.

Management's Response : The Parent has valued stores and spares at Rs. 1166.83 lakhs as at March 31 , 2024. This valuation is subject to inherent limitations, given that certain inventory records and supporting documents are adopted as per the data provided by the RP/ previous management. Management believes that the carrying value of stores and spares is appropriate as at the reporting date, based on the available information considering the provisioning taken in the book of accounts during the year ended March 31, 2024.

2. Qualification: We have not been provided with the bank reconciliation statements for 17 bank accounts maintained by the Parent having a carrying amount of Rs. 9.20 Lakhs as at March 31, 2024. Also, the balance confirmation certificate has not been provided for any bank account maintained by the Parent. Therefore, the consequential impact, if any on the Consolidated Financial Statements is not ascertainable.

Management's Response: The existing management has not yet been added as authorized signatories to these bank accounts, as they were maintained under the erstwhile management. In light of this, the company has opened new escrow/operational accounts for operational transactions, ensuring that all current transactions are being routed through these newly opened accounts. Most

of these 17 bank accounts are either dormant or already in the process of being closed. However, obtaining balance confirmations and bank statements has been challenging since the signatories to these accounts belong to the previous management. Despite this, the company is actively working to resolve the matter and aims to complete the process shortly.

3. Qualification : We have not been provided with the bank reconciliation statements for 5 bank accounts maintained by the Parent related to unpaid dividend having a carrying amount of Rs. 27.59 Lakhs as at March 31,2024. Therefore, the consequential impact, if any on the Consolidated Financial Statements, is not ascertainable.

Management ' s Response : The bank accounts in question were maintained under the erstwhile management, and the current management has not yet been added as authorized signatories. This has created challenges in obtaining the required balance confirmations and bank statements from the banks. Despite these challenges, the company is actively working to gain access to these accounts and secure the necessary documentation. We are in communication with the respective banks and expect to resolve this matter as soon as possible. lt is important to note that these accounts pertain solely to unpaid dividends, and this issue does not affect the company's operational bank accounts or day-to-day transactions.

4. Qualification : 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 financial year ended March 31, 2024 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 31,2024 as a result, the consequential impact, if any, on the consolidated financial statement is not ascertainable.

Management's Response: 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.

5. Qualification: The Parent has not been able to identify and quantify the amounts of dues payable to MSME vendors. Therefore, we are unable to ascertain the necessary compliance with the provisions of the MSME Act,2006 (as amended) and its impact on the Consolidated Financial Statements.

Management's Response: The Parent has faced challenges in accurately identifying vendors classified under the MSME category due to incomplete or delayed submissions of MSME registration certificates by some vendors. Despite repeated requests, certain vendors have not provided the necessary documentation for classification under MSME. The company is actively reviewing its vendor database and has initiated additional efforts to obtain the required information from its suppliers. We are working closely with our procurement and accounts teams to ensure proper identification of MSME vendors and will update the records accordingly. Furthermore, the impact of the same is immaterial and majority of the vendors have been paid on time.

6. Qualification: The Parent has not presented comparative financial information for the quarter ended March 31,2023 in the consolidated financial results for the quarter and period ended March 31,2024. This is due to Parent's ongoing insolvency proceedings under the National Company Law Tribunal (NCLT), during which control over the Parent was vested with the Resolution Professional (RP)/the previous promoters. Given these circumstances, the Parent was unable to obtain the necessary historical financial records to ensure the accuracy and completeness of the comparative figures for the prior period. Also, the books of accounts have been transferred from the erstwhile oracle system to tally system. Therefore, the consequential impact, if any on the Consolidated Financial Statements is not ascertainable.

Management's Response: The delay in finalizing the financial statements is attributable to the unavailability of comparative figures for previous quarters, as the books of accounts maintained by the Parent in Oracle accounting system by the previous management were inaccessible.

7. Qualifications: The Financial Statements of 1 step down foreign subsidiaries (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, 2024. As a result, the consequential impact, if any, on the Consolidated Financial Statements is not ascertainable.

Management's Response : Pursuant to commencement of CIRP, the board of directors of the company stands suspended and the management of the company vested with the RP. The RP is expected to make every endeavor to protect and preserve the value of the property of the company and manage the operations of the company as a going concern. The CIRP process of the Company has been concluded, and Ballarpur Industries Limited ("BILT/Company") 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 March 31, 2023. The

Closing Date in terms of the Resolution Plan occurred on 12th 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 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 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.

8. Qualification: The Consolidated Financial Statements includes the financial statements of 1 foreign subsidiary (Ballarpur International Holdings B.V.); for the year ended March 31, 2024, which have neither been audited nor certified by the management. Further, the Consolidated Financial Statements also includes the financial statements of 1 subsidiary namely Ballarpur Speciality Paper Holdings B.V. 1 Step-down subsidiary namely, BILT Paper B.V., 1 associate of step-down subsidiary Ballarpur Paper Holdings B.V., which have not been audited by their respective auditors but have been certified by their respective managements. The consolidation of these entities has been carried out based on such unaudited and management certified financial statements. In the absence of audit of the financial information of these entities, we are 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 these entities included in the Consolidated Financial Statements, and the overall impact thereof on the Consolidated Financial Statements of the Group.

Management's Response: Parent have made efforts to get 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 statements of BILT.

Hence, the new management 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 35 of the audited financial statements of the company on standalone basis for the financial year 2023-24, 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 2023-24. 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 March 31, 2024.

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.

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: .

• 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)

Pursuant to the criteria specified under Sub-Section (1) of Section 135 of the Companies Act, 2013, the provisions relating to the formulation of a Corporate Social Responsibility (CSR) Policy, constitution of a CSR Committee and other related CSR compliances are not applicable to the Company during the financial year, as the Company does not meet the prescribed thresholds.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be made available on the Company's website at .

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.

Form No. AOC-1

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES (PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014)

Part "A": Subsidiaries

(Figure in Lakhs)

Notes:

a. Held through Ballarpur International Holdings B.V.

b. One of the foreign subsidiary Ballarpur Speciality Paper Holdings B.V. has fully written off its investment in BILT General Trading FZE, UAE ("BGT") 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 was expired.

c. The closing balances of these subsidiaries is being carried forwarded from previous year due to absence of audited/ management certified financial statements.

d. "0" represents amount less than Rs. 50,000/-

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Form No. AOC-2

(PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES

(ACCOUNTS) RULES, 2014)

FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM'S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO

1. Details of contracts or arrangements or transactions not at arm's length basis

Not applicable. During the financial year 2023-24, all related party transactions entered into by the Company were in the ordinary course of business and on an arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

Ballarpur Industries Limited

L21010MH1945PLC010337

602, Boston House, 6th Floor, Suren Road,

Andheri East, Mumbai, Maharashtra, India, 400093

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BALLARPUR INDUSTRIES LIMITED having CIN: L21010MH1945PLC010337 (hereinafter called 'the Company') for the financial year ended March 31,2024. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

The Corporate Insolvency Resolution Process (" CIRP ") of the Ballarpur Industries Limited (" Company ") was initiated, consequent to the admission of the application made by Finquest Financial Solutions Private Limited (" FFSPL ") under the provisions of the Insolvency and Bankruptcy Code, 2016 (the " Code "). The Hon'ble National Company Law Tribunal, Mumbai bench (" NCLT "), vide its order dated January 17, 2020, (" Insolvency Commencement Order "). The powers of the erstwhile board of directors of the Company were suspended upon commencement of the CIRP of the Company (i.e. on and from date of passing of the Insolvency Commencement Order).

Sri Divyesh Desai having IP Registration No. IBBI/IPA-001/IP-P00169/2017-18/10338 was appointed as an Interim Resolution Professional (" IRP ") to manage affairs and assets of the Company in accordance with the provisions of the Code. Subsequently, the hon'ble NCLT vide its order dated May 27, 2020 had appointed Sri Anuj Jain having IP Registration No. IBBI/IPA-001/IP- P00142/2017-18/10306 as the resolution professional (" Resolution Professional ") of the Company to take charge of the affairs and assets of the Company in accordance with the provisions of the Code.

Prior to the date of the Insolvency Commencement Order, the erstwhile board of directors of the Company managed the business operations, affairs and assets of the Company. However, in accordance with the terms of the Code, the powers of the erstwhile board of directors continued to remain suspended for the entire period to which this Board Report pertains to. During the CIRP, the IRP and Resolution Professional were entrusted with the management of the affairs of the Company.

Subsequently, the Hon'ble NCLT, Mumbai Bench vide its order dated March 31, 2023 ("Approval Order") approved the Resolution Plan of Finquest Financial Solutions Private Limited ("SRA") in the CIRP of the Company. However, The order was uploaded on website of NCLT and made available to the public on 13 th April, 2023 . Accordingly, for all practical purposes 13 th April, 2023 have been considered as order date. Further in terms of the Approved Resolution Plan, the Closing Date occurred on 12th June 2023.

In terms of the Approved Resolution Plan, a monitoring committee was constituted comprising of 1 (One) representative of the financial creditors, 1 (One) representative of FFSPL ("SRA") and the erstwhile Resolution Professional for the purposes of (i) managing the operations and affairs of the Company as a going concern and (ii) supervising the implementation of the Approved Resolution Plan. The tenure of the said Monitoring Committee was from 16 th April 2023 to 25 th October 2023.

Although the reconstituted Board of Directors was appointed pursuant to resolutions dated 12th June 2023 and 8th September 2023, during the subsistence of the Monitoring Committee, the powers of the Board of Directors were exercisable subject to the supervision and authority of the Monitoring Committee, and all material decisions relating to the implementation of the Resolution Plan were taken by the Monitoring Committee and the New Board in accordance with the Approved Resolution Plan. Upon dissolution of the Monitoring Committee on 25th October 2023, the effective management and control of the Company fully vested with the reconstituted Board of Directors of the Company ("New Board").

Further, I have been informed that certain information including the Minutes of Meeting of Monitoring Committee ("MC") and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than Monitoring Committee and the Hon'ble NCLT.

Accordingly, for the purpose of the Secretarial Audit for the financial year 2023-24, my verification and examination of the Board processes and compliances have been carried out based on the books, papers, minute books, statutory records, forms and other documents prepared and maintained by the Monitoring Committee and the reconstituted New Board during the year, as made available, and also on the records and disclosures available on the portals of the Stock Exchange(s) and the Registrar of Companies. Such verification and examination are subject to the limitation arising from the non-availability of certain records pertaining to the period prior to the approval of the Resolution Plan.

Subject to the above limitation, my/our observations and opinion on the compliance by the Company of the applicable laws are reported hereinafter.

I have examined the forms and returns filed and other records available in the public domain for the financial year ended on March 31,2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; [Applicable only to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings]

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; [Not applicable during Audit Period]

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable as the Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme]

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; [Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review];

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.]

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 [Not Applicable as there was no reportable event during the period under review];

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the Companies Act, 2013.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") except the Provisions as specified in regulations 17, 18, 19, 20 and 21 which were not applicable during the Insolvency Resolution Process period, which started from order dated January 17, 2020 and ended on 25th October 2023 (the period till which Monitoring Committee was appointed) in respect of a listed entity which was undergoing Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except:

1. Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requires the submission of Standalone and Consolidated Audited Financial Results for the year ended March 31,2023 should have been disclosed before 60 days from end of year, but the same were not filed during year under consideration. Also, the quarterly and year-to-date results for the quarter ended on 30 th June 2023, 30 th September 2023 and 31 st December 2023 were not submitted with stock exchange during period under consideration.

2. Regulation 47 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, requires publication of financial results in newspapers within 48 hours of Board approval, but the same has not be done.

3. Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requires the submission of Annual Report, with stock exchange not later than the day of commencement of dispatch to its Shareholders, the same was not submitted.

4. Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires disclosure of Related Party Transactions every six months within 15 days from the date of publication of its standalone and consolidated financial results, but the same was not submitted.

5. Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018, requires the Company to submit a Reconciliation of Share Capital Audit Report duly certified by a qualified Chartered Accountant or a practicing Company Secretary or a practicing Cost Accountant on quarterly basis, but the same was not submitted.

6. Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 require the Company to maintain a Structured Digital Database (SDD) of persons with whom unpublished price sensitive information is shared and to obtain and submit the compliance certificate with stock exchange, but the same was not submitted.

7. Regulations 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (applicable in case of Secured Listed Non-Convertible Debt Securities), required the Company to prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within forty- five days from the end of the quarter, other than last quarter, to the recognised stock exchange and also to submit the copy to Debenture Trustees on the same day. Further, the annual audited standalone and consolidated financial results for the financial year shall be submitted to the stock exchange(s) within sixty days from the end of the financial year along with the audit report. However company was in violation of the said regulation.

8. Regulation 53 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the listed entity to submit to the stock exchange and the debenture trustee and publish on its website a copy of the annual report sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders, however company was in violation of the said regulation.

9. Regulations 54(2) & 56 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (applicable in case of Secured Listed Non-Convertible Debt Securities) requires that the listed entity shall disclose to the stock exchange in quarterly, half-yearly, year to-date and annual financial statements, as applicable, the extent and nature of security created and maintained with respect to its secured listed non-convertible debt securities. Also, The listed entity shall forward, to the debenture trustee promptly, a half-yearly certificate regarding maintenance of hundred percent security cover or higher security cover, as per the terms of offer document/ Information Memorandum and/or Debenture Trust Deed, including compliance with all the covenants, in respect of listed non convertible debt securities, by the statutory auditor, along with the financial results, but the company has failed to do the same.

10. Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires a listed entity to obtain from a practising Company Secretary and submit to the stock exchange, within thirty days from the end of financial year, a certificate confirming that all share transfer / transmission / transposition requests have been processed within the stipulated time and that a proper share transfer facility is maintained, but the same was not filed during year under review.

11. Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires a listed entity, to submit to the stock exchange within 30 days from the end of financial year, a compliance certificate jointly signed by the Company and its Registrar & Share Transfer Agent confirming that the share transfer facility is maintained either in-house or by a SEBI-registered RTA. No certificate was filed during year under review.

12. Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the listed entity shall file with the recognised stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter, however it was observed that while the Company submitted the said statements for the quarters ended 31st March 2023, 30th September 2023 and 31st December 2023 within the prescribed timelines, the statement for the quarter ended 30th June 2023 was submitted on 22nd July 2023, against the due date of 21st July 2023, resulting in a delay of one day.

13. Regulation 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular SEBI / HO/ CFD/ CMD1/ CIR/ P/ 2019/ 140 dated 21st November 2019 requires every listed entity which has listed debt securities to promptly disclose to the stock exchanges any default on payment of interest or repayment of principal on loans from banks/financial institutions or on unlisted debt securities, within twenty-four hours from the occurrence of such default, in the prescribed format. Further, a consolidated disclosure of all such defaults, if any, is required to be made to the stock exchange(s) within seven days from the end of each quarter. During the financial year under review, it has been observed that the Company did not make disclosures of defaults in repayment of debt obligations as required under the aforesaid Regulation and Circular. Accordingly, the Company was in non-compliance with the disclosure requirements mandated under Regulation 51 read with the SEBI circular for the said financial year.

14. Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates filing of the Annual Secretarial Compliance Report within 60 days from the end of the financial year, but the Company has not submitted the same with stock exchange during year under review.

15. The Company has received communication from NSE and BSE in relation to levy of fines for various non-compliance:

a. BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") have levied fine of Rs. 3,45,000 (Rupees Three Lakh Forty Five Thousand only) each on the Company under Regulation 17(1) of the SEBI Listing Regulations for certain non-compliance.

b. BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") have levied fine of Rs. 1,45,000 (Rupees One Lakh Forty-Five Thousand only) and again Rs. 1,50,000 (Rupees One Lakh Fifty Thousand only) each, on the Company under Regulation 33 of the SEBI Listing Regulations for certain non-compliance.

c. BSE Limited ("BSE") have levied fine of Rs. 30,000/- under Regulation 52(4) of the SEBI Listing Regulations and Rs. 30,000/- under Regulation 54(2) of the SEBI Listing Regulations on the Company for certain noncompliances. Further each of the exchange has again levied fine of Rs. 90,000 (Rupees Ninety Thousand only) on the Company under Regulation 52 & 54 of the SEBI Listing Regulations for certain non-compliance.

I further report that during the year under review: -

• Adequate notices are generally given by Company Secretary to Monitoring Committee during the period of 1st April 2023 upto 25th October 2023 to schedule its Meetings to manage the affairs of the Company. Adequate notices were also generally given by Company Secretary to newly constituted Board of Directors of the Company during the period from 26th October 2023 to 31 st March 2024 to manage the affairs of the Company.

• Agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

• During the subsistence of the Monitoring Committee, all material decisions relating to the management and affairs of the Company and the implementation of the Approved Resolution Plan were taken by the Monitoring Committee, in accordance with the terms of the Resolution Plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016, and to the extent of the powers vested in it thereunder. Upon dissolution of the Monitoring Committee on 25th October 2023, the management and decision-making powers vested with the reconstituted New Board of Directors, and thereafter the affairs of the Company were managed by the New Board in accordance with applicable provisions of law.

I further report that based on limited information available from the Company and review of the existing compliance mechanism established by the Company, I am of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period following events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:-

1. Pursuant to Section 96 of the Companies Act, 2013, the Annual General Meeting ("AGM") of the members of the Company for the year 2022-23 which was required to be held on or before September 30, 2023 (and as extended by the Registrar of Companies) but was not held during the year under review and is in violation of Section 96. Also all related filing viz AOC-4 XBRL & MGT-7, were also not made during the year under review.

2. Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 requires every company engaged in specified industries, including paper and paper products, to appoint a Cost Auditor within the prescribed time and to file the intimation of such appointment in Form CRA-2 with the Central Government, and thereafter to ensure submission of the Cost Audit Report in Form CRA-4 within 180 days from the end of the financial year. For the financial year under review, the Company was required to appoint a Cost Auditor; however, it has been observed that no Cost Auditor was appointed and consequently, no filings under Form CRA-2 or CRA-4 were made. Accordingly, the Company has not complied with the requirements of Section 148(3) of the Act read with the applicable Rules.

3. The Corporate Insolvency Resolution Process ("CIRP") of Ballarpur Industries Limited commenced pursuant to the order of the Hon'ble NCLT, Mumbai Bench dated 17 January 2020, upon which the powers of the erstwhile Board stood suspended and the affairs of the Company were managed by the Resolution Professional. The Resolution Plan submitted by Finquest Financial Solutions Private Limited was approved by the Hon'ble NCLT on 31 March 2023, with the Closing Date occurring on 12 June 2023. A Monitoring Committee functioned from 16 April 2023 to 25 October 2023 to supervise implementation of the Resolution Plan. Upon dissolution of the Monitoring Committee on 25 October2023, the management and control of the Company vested with the reconstituted Board of Directors.

4. Subsequent to approval of Resolution Plan by the NCLT, the following changes have been made in the Company

a. Reclassification of Authorized Share Capital of the Company

a. Authorized Share Capital of the Company was Reclassified of the from Rs.400,00,00,000/- (Rupees Four Hundred Crore only) comprising of Equity Share Capital of Rs.300,00,00,000/- (Rupees Three Hundred Crore only) divided into 150,00,00,000 (One Hundred and Fifty Crore) Equity Shares of Rs.2/- (Rupee Two) each and Preference Share Capital of Rs.100,00,00,000/- (Rupees One Hundred Crore only) divided into 1,00,00,000 (One Crore) Preference Shares of Rs.100/- (Rupees Hundred Only) each, to Rs.400,00,00,000/- (Rupees Four Hundred Crore only) comprising of:

i. Equity Share Capital: Rs.355,00,00,000/- (Rupees Three Hundred and Fifty Five Crore only) divided into Class A and Class B Equity Shares as follows:

a. Rs.300,00,00,000/- (Rupees Three Hundred Crore only) divided into 150,00,00,000 (One Hundred and Fifty Crore) Class A Equity Shares of Rs.2/- (Rupee Two) each; and

b. Rs.55,00,00,000/- (Rupees Fifty-Five Crore only) divided into 5,50,00,000 (Five Crore and Fifty Lakh) Class B Equity Shares of Rs.10/- (Rupee Ten) each; and

ii. Preference Share Capital : Rs.45,00,00,000/- (Rupees Forty-Five Crore only) Rs.45,00,00,000/- (Rupees Forty- Five Crore only) divided into 45,00,000 (Forty-Five Lakh) Preference Shares of Rs.100/- (Rupees Hundred) each.

b. Issuance of Equity Shares (Class B) of INR 10/- each at par in accordance with approved resolution plan on private placement basis

a. Issuance of 5,08,75,000 (Five Crore Eight Lakh Seventy-Five Thousand Only) Equity Shares (Class B) of INR 10/- (Rupees Ten Only) each at par aggregating up to INR 50,87,50,000 (Rupees Fifty Crore Eighty-Seven Lakh Fifty Thousand Only) in accordance with approved resolution plan on private placement basis.

c. Issuance of up to Unlisted, Unsecured Non-Convertible Debentures ("NCDs") in accordance with approved resolution plan on private placement basis

a. Issue of 194 (One Hundred and Ninety-Four Only) Unlisted, Unsecured Non-Convertible Debentures ("NCDs") of INR 1,00,00,000/- (Rupees One Crore Only) each at par aggregating up to INR 194,00,00,000/- (Rupees One Hundred and Ninety Four Crore Only) in accordance with approved resolution plan on private placement basis.

b. Allotment of 34,72,89,788 (Thirty-Four Crore Seventy-Two Lakhs Eighty-Nine Thousand Seven Hundred and Eighty- Eight) Unlisted, Unsecured Non-Convertible Debentures Series-II ("NCDs") of INR 1/- (Rupee One Only) Each at Par Aggregating up to INR 34,72,89,788 (Rupees Thirty-Four Crore Seventy-Two Lakhs Eighty-Nine Thousand Seven Hundred and Eighty-Eight Only) in accordance with Approved Resolution Plan on Private Placement Basis

d. Shareholding of Promoter, Promoter Group & Persons other than Promoter & Promoter Group ("Public Shareholders")

a. The existing Equity Shares held by the Promoters / Promoters Group were completely extinguished and cancelled.

b. The existing Equity Shares held by persons other than Promoters / Promoters Group, i.e., the Public Shareholders, was written down such that their existing holding of equity shares of face value of INR 2/- (Rupees Two only) each shall be reduced to a paid up share capital of INR 4.125 crores (Rupees Four Crores and Twelve Lakhs Fifty Thousand Only) divided into 41,25,000 (Forty One Lakh Twenty Five Thousand only) shares of face value INR 10/- (Rupees Ten only)

e. Issue of 7% Rated, Listed, Secured, Redeemable, Non-Convertible Debentures

a. Company has issued 32,625 7% Rated, Listed, Secured, Redeemable, Non-Convertible Debentures ("NCDs") of face value INR 1,00,000/- (Rupee One Lakh Only) each at par aggregating up to INR 3,26,25,00,000/- (Rupees Three Hundred Twenty-Six Crores And Twenty Five Lakhs Only), in one or more tranches, in accordance with approved resolution plan on Private Placement basis. The issue is divided into three series as below:

i. Series I Debenture: 15,937 NCDs of face value INR 1,00,000 (Rupee One Lakh Only) each

aggregating INR 1,59,37,00,000 (Rupees One Hundred Fifty Nine Crores and Thirty Seven Lakhs Only)

ii. Series II Debenture: 14,076 NCDs of face value INR 1,00,000 (Rupee One Lakh Only) each

aggregating INR 1,40,76,00,000 (Rupees One Hundred Forty Crores and Seventy Six Lakhs Only)

iii. Series III Debenture: 2,612 NCDs of face value INR 1,00,000 (Rupee One Lakh Only) each

aggregating INR 26,12,00,000 (Rupees Twenty Six Crores and Twelve Lakhs Only)

f. Allotment of 0.01% Cumulative Redeemable Preference Shares ("CRPS") at the face value

a. Allotment of 21,32,553 (Twenty-One Lakh Thirty-Two Thousand Five Hundred Fifty-Three) 0.01% Cumulative Redeemable Preference Shares ("CRPS") at the face value of INR 100 (Rupees One Hundred only) each of the Company, for an aggregate consideration up to INR 21,32,55,300 (Rupees Twenty-One Crore Thirty-Two Lakhs Fifty- Five Thousand Three Hundred Only) in accordance with Approved Resolution Plan on Private Placement Basis

g. Reconstitution of the Board of Directors of the Company with effect from 12th June 2023 and its Committees with effect from 8th September 2023

a. Reconstitution of the Board of Directors, in terms of the Approved Resolution Plan

i. The Closing Date occurred on 12th June 2023 and hence on the said date existing directors have deemed to resign and their office were vacated:

• Sri Rajeev Ranjan Vederah (DIN: 00012252), Non-Executive Independent Director

• Sri Padmakumar Nair (DIN: 03109973) Non-Executive Independent Director and

• Ms. Yashashree Padmakar Gurjar (DIN: 02674807), Non-Executive Non-Independent Director

ii. Changes in Key Managerial Personnel

• Resignation of Sri Akhil Mahajan from the position of Company Secretary and Compliance Officer and KMP from 30th June 2023

• Resignation of Sri Neehar Aggarwal from the position of Chief Executive Officer and KMP w.e.f 22nd June 2023

• Appointment of Sri Punit Bajaj as Company Secretary cum Compliance Officer of the Company with effect from 1st July, 2023

iii. The New Board was appointed w.e.f 12th June 2023 and it consists of

• Sri Hardik Bharat Patel (DIN: 00590663) as a Whole Time Director and Chief Financial Officer

• Sri Parashiva Murthy B S (DIN: 00011584) as the Director (Non-Executive & Non-Independent)

• Sri Duraiswamy Gunaseela Rajan (DIN: 00303060) as the Independent Director (Non-Executive)

iv. Further Directors were appointed w.e.f 8th September 2023

• Mr. Ruchit Bharat Patel (DIN: 00603359) as an Additional Director in category of Non-Executive - NonIndependent Director of the Company

• Mr. Shaukat Hasanali Merchant (DIN: 00075865) as Additional Director in category of Non-Executive - Independent Director of the Company

• Mrs. Bina Dinesh Trivedi (DIN: 01476999) as Additional Director in category of Non-Executive - Independent Director of the Company

b. Reconstitution of the Committee of the Board of Directors of the Company.

i. Audit Committee:

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship Committee

REMUNERATION AND OTHER DETAILS IN TERMS OF SUB-SECTION 12 OF SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014:

Note: The information provided below is on standalone basis for the Company.

1. Ratio of the remuneration of each director to the median remuneration of all the employees of the Company for the financial year;

Note: The above-mentioned Directors have not drawn any remuneration during the financial year 2023-24. However, the Non-Executive Directors were paid sitting fees for attending Board and Committee meetings, which is not considered as remuneration.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in remuneration to Directors, CFO or the CS of the Company for the financial year 2023-24.

3. The percentage increase in the median remuneration of employees in the financial year 2023-24:

Nil

4. The number of permanent employees on the rolls of Company as on 31 March 2024:

Nil

5. Average percentile Increase in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Nil

6. The remuneration is as per Remuneration Policy of the Company.

Yes

7. (i) Details of top ten employees of the Company in terms of remuneration drawn:

The following are the top ten employees of the Company in terms of remuneration drawn:

(ii) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

Nil

(iii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

(iv) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

Nil

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange

Earnings and Outgo

(Information as per Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014)

A. Conservation of Energy

i. The steps taken or impact on conservation of energy:

Energy conservation receives priority attention on an on-going basis within the Company. Continuous efforts are made to conserve and optimize the use of energy through constant monitoring, regular maintenance and improved operating techniques.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is currently examining the feasibility of utilising alternate sources of energy.

iii. The capital investment on energy conservation equipment:

The financial impact of investments in energy conservation equipment has not been separately quantified.

B. Technology Absorption

i. The efforts made towards technology absorption:

The Company is presently in a revival phase, and the management is in the process of evaluating opportunities to upgrade the existing technology to align with prevailing industry standards.

ii. The benefits derived:

The benefits arising from such technology upgradation are expected to be realised in the future

iii. Details of technology imported during the last three years:

No new technology has been imported by the Company during the last three years.

iv. Expenditure on Research and Development:

The Company incurs expenditure on Research and Development as part of its normal business practices

C. Foreign Exchange Earnings and Outgo

(Lac Rs.)