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You can view full text of the latest Director's Report for the company.

ISIN: INE0QNI01012INDUSTRY: Engineering - Heavy

NSE   ` 43.20   Open: 0.00   Today's Range 0.00
0.00
+0.00 (+ 0.00 %) Prev Close: 43.20 52 Week Range 36.55
56.30
Year End :2025-03 

Your Directors are pleased to present the 13th Annual Report of your Company together with the Audited
Financial Statements and Auditors’ Report for the year ended 31st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company during the year ended 31st March, 2025 compared to the previous
year is summarized below:

in T akhc i

Particulars

2024-25

2023-24

Revenue From Operations

1527.88

1,217.44

Other Income

10.01

0.10

Net Income

1537.89

1,217.54

Profit / (Loss) before tax & Exceptional / Extraordinary items

207.94

138.93

Add / (Less): Exceptional / Extraordinary items

0.00

0.00

Profit/(Loss) Before Tax

207.94

138.93

Less: Tax Expenses

- Current Tax

51.30

35.50

- Deferred Tax Liabilities/(Assets)

1.55

(0.09)

Net Profit / (Loss) After Tax

154.36

101.04

REVIEW OF OPERATIONS:

During the financial year 2024-25, Net Income of your Company has increased to Rs. 1537.89/- Lakhs as
against Net Income of Rs. 1,217.54/- Lakhs of the previous year. Accordingly, the Company’s Net Profit after
tax has been increased to Rs. 154.36/- Lakhs for the current year as against the Net Profit after tax of
Rs. 101.04/- Lakhs of the previous year. The performance of the Company has been discussed in the
Management Discussion and Analysis Report, which is forming part of the Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of
business as per the main object of the Company.

DIVIDEND:

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of
the Company have not recommended any Dividend on Equity Shares of the Company.

DEPOSITS:

During the year under review, your Company has neither invited, accepted or renewed any Public Deposits
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

TRANSFER TO RESERVES:

During the year under review, your Directors have not proposed to transfer any amount to Reserves.
CORPORATE SOCIAL RESPONSIBILTY:

The provision of Section 135 of Companies Act, 2013 and rules made thereunder are not applicable to our
Company for the financial year ended 31st March, 2025.

SHARE CAPITAL:

Authorized Equity Share Capital:

During the year, there is no change in authorised share capital of the Company.

Issued, Subscribed & Paid-up Equity Share Capital:

During the financial year the Company came out with the Initial Public Offer and hence, issued and allotted
12,74,000 equity shares of Rs. 10/- (Ten) each at the premium of Rs. 56/- (Fifty-Seven) per equity share.
Accordingly, paid-up equity share capital of the Company stands enhanced to Rs. 4,44,62,600/- divided into
44,46,260 Equity Shares of Rs. 10/- (Ten) each.

The Company got listed on the EMERGE platform of National Stock Exchange on 06/09/2024.

Further, during the period under review, your Company has not bought back any of its securities / has not
issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any
shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.

BOARD OF DIRECTORS:

Constitution of Board:

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
is exempted from requirement of having composition of Board as per Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on 31st March, 2025, your Company has Six Directors, out of which three are
Promoter Executive Directors, one is Promoter Non-Executive Director and two are Non-Executive
Independent Directors.

The Chairman of the Board is an Executive Director.

None of the directors hold directorship in more than ten public companies nor is a member of more than ten
committees or chairman of more than five committees across all the public limited companies in which he or
she is Director.

The necessary disclosures regarding Committee positions have been made by all the Directors.

As on 31st March, 2025, Your Company has 6 (Six) Directors, namely:

Name of Directors

DIN

Designation

Date of
Appointment

No. of
CommitteeA

Total

Directorship

No. of
Shares
held as on
March 31,
2025

in which
Director is
Member

in which
Director is
Chairperson

Mr. Manishbhai
Brahmbhatt

05154924

Chairman

and

Managing

Director

10/01/2012

0

0

1

951500

Mrs. Jagrutiben
Brahmbhatt

05154890

Non¬

Executive

Director

10/01/2012

2

0

1

317460

Mr. Ketan Thakkar

05154897

Executive

Director

10/01/2012

1

0

1

951500

Mr. Kamleshkumar
Patel

07684901

Executive

Director

20/12/2016

1

0

1

951500

Mrs. Khushbu Shah

10208844

Non¬

Executive

Independent

Director

25/09/2023

3

5

3

0

Mr. Parthivkumar
Barad

10220078

Non¬

Executive

Independent

Director

25/09/2023

4

2

2

0

Committee includes Audit Committee, Nomination and Remuneration Committee and Shareholders’ Grievances Committee across
all Public Companies.

After the closing of the financial year till the date of signing of this report, the following Directors have
resigned:

Sr.

No.

Name of Directors

DIN

Designation

Date of Resignation

1

Ms. Khushbu Shah

10208844

Non-Executive
Independent Director

20/06/2025

2

Mr. Parthivkumar Barad

10220078

Non-Executive
Independent Director

21/07/2025

After the closing of the financial year till the date of signing of this report, Pursuant to recommendation of
Nomination and Remuneration Committee, the following Directors have been appointed by the Board of
Directors of the Company:

Sr.

No.

Name of Directors

DIN

Date of Board
Meeting

Designation

Date of
Appointment

1

Mrs. Dhwani Solanki

10299290

30/06/2025

Additional Director
(Independent)

01/07/2025

2

Ms. Krishna Bhatt

11203423

25/07/2025

Additional Director
(Independent)

26/07/2025

Mr. Ketan Thakkar (DIN: 05154897), Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL:

As on 31st March, 2025, Your Company has following Key Managerial Personnel (KMP):

1. Mr. Manishbhai Brahmbhatt (DIN: 05154924) - Chairman & Managing Director

2. Mrs. Bhavika Thakkar - Chief Financial Officer

3. Mrs. Sweta Prajapati (ACS No.: 66245) - Company Secretary & Compliance Officer

During the financial year and after closure of financial year till the signing of this report, there were no changes
in Key Managerial Personnel (KMP) of the Company.

MEETINGS:

(i) Meetings of the Board of Directors:

During the year under review, the Eight (8) meetings of Board of Directors of the Company were held. The
dates on which the said meetings were held are as follows:

1.

08/04/2024

2.

08/06/2024

3.

14/06/2024

4.

24/08/2024

5.

04/09/2024

6.

14/11/2024

7.

13/12/2024

8.

28/03/2025

The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.

The details of attendance of each Director at the Board Meeting and Annual General Meeting of Financial Year
2024-25 are as under:

Name of Directors

DIN

Designation

No. of Board
Meetings
Eligible to
attend

No. of
Board
Meetings
Attended

12th AGM
Attended

Mr. Manishbhai Brahmbhatt

05154924

Chairman &
Managing Director

8

8

Yes

Mrs. Jagrutiben Brahmbhatt

05154890

Non-Executive

Director

8

8

Yes

Mr. Ketan Thakkar

05154897

Executive Director

8

8

Yes

Mr. Kamleshkumar Patel

07684901

Executive Director

8

8

Yes

Mrs. Khushbu Shah A

10208844

Independent

Director

8

8

Yes

Mr. Parthivkumar Barad A

10220078

Independent

Director

8

8

Yes

Mrs. Dhwani Solanki #

10299290

Additional Director
(Independent)

N.A.

N.A.

N.A.

Ms. Krishna Bhatt ##

11203423

Additional Director
(Independent)

N.A.

N.A.

N.A.

A Mrs. Khushbu Shah resigned w.e.f. 20/06/2025.

AAMr. Parthivkumar Barad resigned w.e.f. 21/07/2025.

# Mrs. Dhwani Solanki appointed as an Additional Director (Independent) w.e.f. 01/07/2025.
##Ms. Krishna Bhatt appointed as an Additional Director (Independent) w.e.f. 26/07/2025.

(ii) Meeting of Members:

During the Financial Year ended 31st March, 2025, 12th Annual General Meeting of the Company was held on
11/06/2024.

BOARD COMMITTEES:

The Board of Directors has constituted various committees in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure
focused and effective governance.

These Committees have their respective Charters and play an important role in the overall management and
governance of the Company.

The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by
the Board.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which
are given hereunder:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A. Audit Committee:

The Board has constituted the Audit Committee in compliance with Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formed audit committee for the purpose of assisting the Board in fulfilling its overall
responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and
processes for internal financial controls, governance and reviewing the Company’s statutory and internal audit
activities.

The terms of reference of the Committee, inter alia, include:

• Oversight of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.

• Reviewing with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval.

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Evaluation of internal financial controls and risk management systems.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Approve policies in relation to the implementation of the Insider Trading Code and to supervise
implementation of the same.

Composition of Committee, Meeting and Attendance of each Member at Meetings:

As on 31st March, 2025, the Audit Committee comprised of 3 Directors, out of which 2 are Independent
Directors. All the Members of the Committee are well qualified, experienced and possesses required knowledge
of accounts, finance and other comparable experience and background. The Company Secretary of the
Company act as a Secretary of the Committee. The maximum gap between two meetings was not more than
120 days.

During the financial year ended 31st March, 2025, the Audit Committee met Six times:

1.

08/06/2024

2.

14/06/2024

3.

24/08/2024

4.

14/11/2024

5.

13/12/2024

6.

28/03/2025

The details of composition of the Committee and their attendance at the meetings are given below:

Name of Directors

Category

Designation
in Committee

No. of
Meetings
held

No. of Meetings
eligible to attend

No. of Meetings
attended

Mrs. Khushbu Shah

NEID

Chairperson

6

6

6

Mr. Parthivkumar Barad

NEID

Member

6

6

6

Mr. Ketan Thakkar

EPD

Member

6

6

6

NEID: Non-Executive Independent Director, EPD: Executive Promoter Director

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors
and internal auditors, to be present at its meetings. The Company Secretary is the Compliance Officer to ensure
compliance and effective implementation of the Insider Trading Code.

The previous AGM of the Company was attended by Chairman of the Audit Committee.

After the closure of the financial year the following changes have taken place in the structure of the Board:

Sr.

No.

Name of Directors

DIN

Category

Date of
Resignation

Date of
Appointment

1

Mrs. Khushbu Shah

10208844

Non-Executive Independent
Director

20/06/2025

-

2

Mrs. Dhwani Solanki

10299290

Additional Director -
Non-Executive Independent

-

01/07/2025

3

Mr. Parthivkumar Barad

10220078

Non-Executive Independent
Director

21/07/2025

-

4

Ms. Krishna Bhatt

11203423

Additional Director -

'KTnti-P'YPmtivp TnHpnpnrlpnt

-

26/07/2025

And consequentially w.e.f. 26/07/2025 the Audit Committee has been Re-Constituted as follows:

Name of Directors

Category

Designation in Committee

Ms. Krishna Bhatt

Additional NEID

Chairperson

Mrs. Dhwani Solanki

Additional NEID

Member

Mr. Ketan Thakkar

EPD

Member

Additional NEID: Additional Non-Executive Independent Director, EPD: Executive Promoter Director

Vigil Mechanism/Whistle Blower Policy:

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of
Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or
other information to the stakeholders, and any conduct that results in violation of the Company’s code of
business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company
has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the
employee’s reasonable belief that such conduct or practice has occurred or are occurring, reports that
information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made
available on the Company’s website at the web link
https://bosspackaging.in/investor-policies.html.

B. Nomination and Remuneration Committee:

The Board has constituted the Nomination and Remuneration Committee of the Company in compliance with
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The terms of reference, inter alia, include:

Terms of reference:

• Recommend to the Board the setup and composition of the Board and its Committees.

• Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel.

• Support the Board and Independent Directors in evaluation of the performance of the Board, its committees
and individual Directors.

• Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial
Personnel as well as the rest of employees.

• Oversee familiarization programs for Directors.

Composition of Committee, Meeting and Attendance of each Member at Meetings:

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of
the Nomination and Remuneration Committee shall be either two members or one third of the members of the
committee, whichever is greater, including at least one independent director in attendance.

As on 31st March, 2025, the Nomination and Remuneration Committee comprised of 3 Non-Executive
Directors, out of which 2 are Independent Directors. The Company Secretary of the Company act as a Secretary
of the Committee.

During the financial year ended 31st March, 2025, the Nomination and Remuneration Committee met
Once (1) on 28/03/2025. The requisite quorum was present at all the Meetings. The previous AGM of the
Company was attended by Chairman of the Nomination and Remuneration Committee.

The details of composition of the Committee and their attendance at the meetings are given below:

Name of Directors

Category

Designation

in

Committee

No. of
Meetings
held

No. of Meetings
eligible to
attend

No. of
Meetings
attended

Mrs. Khushbu Shah

Chairperson

NEID

1

1

1

Mr. Parthivkumar Barad

Member

NEID

1

1

1

Mrs. Jagrutiben Brahmbhatt

Member

NEPD

1

1

1

NEID: Non-Executive Independent Director, NEPD: Non-Executive Promoter Director

After the closure of the financial year the following changes have taken place in the structure of the Board:

Sr.

No.

Name of Directors

DIN

Category

Date of
Resignation

Date of
Appointment

1

Mrs. Khushbu Shah

10208844

Non-Executive Independent
Director

20/06/2025

-

2

Mrs. Dhwani Solanki

10299290

Additional Director -
Non-Executive Independent

-

01/07/2025

3

Mr. Parthivkumar Barad

10220078

Non-Executive Independent
Director

21/07/2025

-

4

Ms. Krishna Bhatt

11203423

Additional Director -
Non-Executive Independent

-

26/07/2025

And consequentially w.e.f. 26/07/2025 the Nomination and Remuneration Committee has been Re-Constituted
as follows:

Name of Directors

Category

Designation in Committee

Mrs. Dhwani Solanki

Additional NEID

Chairperson

Ms. Krishna Bhatt

Additional NEID

Member

Mrs. Jagrutiben Brahmbhatt

NEPD

Member

Additional NEID: Additional Non-Executive Independent Director, NEPD: Executive Promoter Director
Nomination and Remuneration Policy:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the
Company has adopted the Nomination and Remuneration Policy (the “Policy”). The Policy, inter alia, provides
guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and
Senior Managerial Personnel of the Company.

The said policy can be downloaded from the web link: https://bosspackaging.in/investor-policies.html.

C. Stakeholders’ Relationship Committee:

The Board has constituted the Stakeholder’s Relationship Committee in compliance with Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mainly to focus on the redressal of Shareholders’ / Investors’ Grievances, if any, like
Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc.

The Committee also oversees the performance of the Registrar & Transfer agents of the Company relating to
the investors’ services and recommends measures for improvement.

The terms of reference, inter alia, include:

• Consider and resolve the grievances of security holders.

• Consider and approve issue of share certificates, transfer and transmission of securities, etc.

• Review activities with regard to the Health Safety and Sustainability initiatives of the Company.
Composition of Committee, Meeting and Attendance of each Member at Meetings:

The Stakeholder’s Relationship Committee shall meet as and when required to review and discuss the matters
specified in terms of reference of Stakeholders relationship Committee and number of times the Committee
shall meet shall be as per Section 178 of Companies Act, 2013 or any other rules, regulations or standard
applicable to the company.

As on 31st March, 2025, the Stakeholders’ Relationship Committee comprised of 3 Directors. The Company
Secretary of the Company act as a Secretary of the Committee.

During the financial year ended 31st March, 2025, the Stakeholders’ Relationship Committee met Once (1) on
28/03/2025. The requisite quorum was present at all the Meetings.

The previous AGM of the Company was attended by Chairman of the Stakeholders relationship Committee.

The details of composition of the Committee and their attendance at the meeting is given below:

Name of Directors

Category

Designation

in

Committee

No. of
Meetings
held

No. of Meetings
eligible to
attend

No. of
Meetings
attended

Mrs. Khushbu Shah

Chairperson

NEID

1

1

1

Mr. Parthivkumar Barad

Member

NEID

1

1

1

Mr. Kamleshkumar Patel

Member

EPD

1

1

1

NEID: Non-Executive Independent Director, EPD: Executive Promoter Director
Status of shareholders’ complaints during the financial year 2024-25:

Number of Shareholders’ Complaints Pending at the beginning of the year

NIL

Number of Shareholders’ Complaints received during the year

1

Number of Shareholders’ Complaints disposed during the year

1

Number of Shareholders’ Complaints remain unresolved at the end of year

NIL

After the closure of the financial year the following changes have taken place in the structure of the Board:

Sr.

No.

Name of Directors

DIN

Category

Date of
Resignation

Date of
Appointment

1

Mrs. Khushbu Shah

10208844

Non-Executive Independent
Director

20/06/2025

-

2

Mrs. Dhwani Solanki

10299290

Additional Director -
Non-Executive Independent

-

01/07/2025

3

Mr. Parthivkumar Barad

10220078

Non-Executive Independent
Director

21/07/2025

-

4

Ms. Krishna Bhatt

11203423

Additional Director -
Non-Executive Independent

-

26/07/2025

And consequentially w.e.f. 26/07/2025 the Stakeholders’ Relationship Committee has been Re-Constituted as
follows:

Name of Directors

Category

Designation in Committee

Mrs. Jagrutiben Brahmbhatt

NEPD

Chairperson

Mr. Kamleshkumar Patel

EPD

Member

Ms. Krishna Bhatt

Additional NEID

Member

Mrs. Dhwani Solanki

Additional NEID

Member

Additional NEID: Additional Non-Executive Independent Director, EPD: Executive Promoter Director, NEPD:
Non-Executive Promoter Director

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two
Non-Executive Independent Directors in line with the Companies Act, 2013. The Company has received
declarations from all the Independent Directors confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are
independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion
that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity,
expertise and experience in the fields of science and technology, digitalization, strategy, finance, governance,
human resources, safety, sustainability, etc. In the opinion of the Board, the Independent Directors of the
Company are persons of high repute, integrity and possesses the relevant expertise and experience in the
respective fields. The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs
(‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board/Committees of the Company.

A separate meeting of Independent Directors was held on March 28, 2025 to review the performance of
Non-Independent Directors, Board as whole and performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and
Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company at
https://bosspackaging.in/.

As on 31st March, 2025, Your Company has 2 (Two) Independent Directors, namely:

1. Mrs. Khushbu Shah (DIN: 10208844) - Non-Executive Independent Director

2. Mr. Parthivkumar Barad (DIN: 10220078) - Non-Executive Independent Director

After the closure of the financial year the following changes have taken place in the structure of the Board:

Sr.

No.

Name of Directors

DIN

Category

Date of
Resignation

Date of
Appointment

1

Mrs. Khushbu Shah

10208844

Non-Executive Independent
Director

20/06/2025

-

2

Mrs. Dhwani Solanki

10299290

Additional Director -
Non-Executive Independent

-

01/07/2025

3

Mr. Parthivkumar Barad

10220078

Non-Executive Independent
Director

21/07/2025

-

4

Ms. Krishna Bhatt

11203423

Additional Director -
Non-Executive Independent

-

26/07/2025

As on date of signing of this report, Your Company has 2 (Two) Independent Directors, namely:

1. Mrs. Dhwani Solanki (DIN: 10299290) - Additional Director - Non-Executive Independent

2. Ms. Krishna Bhatt (DIN: 11203423) - Additional Director - Non-Executive Independent

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply to our Company. Therefore, the Company has not provided a separate report
on Corporate Governance.

However, Company is complying with few of the exempted regulations voluntarily and details of same are
provided in this report under the respective heading.

CODE OF CONDUCT:

The Company has always encouraged and supported ethical business practices in personal and corporate
behaviour by its Directors and employees. The Company has framed a Code of Conduct for Board Members
and Senior Management Staff of the Company. The Board Members and Senior Management Staff have
affirmed compliance with the said Code of Conduct. The Board has also approved a Code of Conduct for the
Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down
in the Companies Act, 2013. Both the Codes are posted on Company’s website

https://bosspackaging.in/investor-policies.html.

Pursuant to Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, all Board members and Senior Management Personnel have affirmed compliance with the applicable
Code of Conduct. A declaration to this effect, signed by the Managing Director and Chairman forms part of this
report as
Annexure I.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS:

M/s. Hardik Hudda & Associates, Practicing Company Secretaries, Ahmedabad, have certified
Non-Disqualifications of the Directors as on 31st March, 2025, pursuant to Regulation 34(3) and Schedule V
Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
annexed as
Annexure II.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the link to access the Annual Return is
https://bosspackaging.in/annual-returns.html.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions/contacts/arrangements made with related parties are placed before the Audit Committee and
the Board of Directors for review and approval on a quarterly basis and also for prior approval wherever
required. The omnibus approval is obtained on yearly basis for related party transactions which are of a
foreseeable and repetitive nature.

During the financial year 2024-25, all the related party transactions entered into by the Company with related
parties were in the ordinary course of business and were at arm’s length basis and no materially related party
transactions were entered into by the Company with related parties. Accordingly, the disclosure in Form
AOC-2 is not applicable to the Company. Suitable disclosure as required under IND AS-18 has been made in
Notes to the Financial Statement.

All the transactions entered into by the Company with related parties were in compliance with the applicable
provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company’s website at
web link
https://bosspackaging.in/images/anual-report/policies/policv-on-related-partv-transactions.pdf.

STATUTORY AUDITORS AND THEIR REPORT:

M/s. DJNV & Co., Chartered Accountant, Ahmedabad (FRN: 115145W) was reappointed as a Statutory
Auditor of the Company in 12thAnnual General Meeting held on 11th June, 2024 for their second term of 5
(Five) years commencing from the conclusion of this Annual General Meeting till the conclusion of 17th Annual
General Meeting of the Company to be held in the Year 2029.

The Auditors’ Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not
reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of
the Companies Act, 2013.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board in its Meeting held on December 13, 2024, has
appointed M/s. Hardik Hudda & Associates, Practicing Company Secretary (COP No. 14697), Ahmedabad to
undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report
for the Financial Year 2024-25 in Form MR-3 is attached to this report as
Annexure III.

The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse remark, accordingly,
not require to comment up on by the Board of Directors.

The Board of Director, based on the recommendation of Audit Committee, proposed for the approval of
members in this Annual General Meeting, appointment M/s. Hardik Hudda & Associates, Practicing Company
Secretary (COP No. 14697), Ahmedabad and a Peer Reviewed Firm, as the Secretarial Auditor of the company,
for performing Secretarial Audit of the company for a period of five consecutive years commencing from April
01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A of SEBI (LODR)
Regulations, 2015, with effect from April 01, 2025.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and other applicable provisions, the Board in its Meeting held on December 13, 2024,
has appointed Mr. Satish Kalavadiya, Head - Accounts (Employee) as an Internal Auditor of the Company for
the Financial Year 2024-25 to conducted periodic audit of all operations of the Company.

The internal auditor report, their findings on the internal audit of the company shall be presented to the audit
committee on an annual basis. The scope of internal audit is approved by the audit committee.

REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has appointed M/s. Kfin Technologies Limited as the Registrar & Transfer Agent (RTA) for
Share Registry Services and IPO related work upon such terms and conditions as may be mutually agreed.
Under the Depository System, the International Securities Identification Number (ISIN) allotted to the
Company’s equity shares is INE0QNI01012.

INITIAL PUBLIC OFFER (IPO):

During the Financial year 2024-25, the Company has filed Red Herring Prospectus (RHP) with NSE on SME
Emerge platform for Initial Public Issue of 12,74,000 Equity Shares of face value of Rs. 10/- each on
24/08/2024.

Pursuant to completion of Initial Public Offer (IPO) of 12,74,000 Equity Shares of face value of Rs. 10/- each,
issued at a price of Rs. 66/- per share (including a share premium of Rs. 56/- per equity share), paid-up share
capital of the Company stands enhanced to Rs. 4,44,62,600/- divided into 44,46,260 Equity Shares of Rs. 10/-
(Ten) each w.e.f. 04/09/2024.

LISTING OF EQUITY SHARES:

Your Company has received Listing and Trading approval from NSE Limited vide its letter dated
5th September, 2024, permitting Listing and Trading of 12,74,000 Equity Shares of the Company on SME
(Emerge) platform w.e.f. 06/09/2024.

UTILISATION OF FUNDS:

Pursuant to the SEBI Listing Regulations & SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, the net proceeds of IPO have been utilized during FY 2024-25, in line with the objects of the offer.
Detailed Report for such utilization submitted to Stock Exchanges in compliance with the aforesaid regulations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN T
HE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which
occurred between the end of the financial year to which the financial statements relate and the date of this
report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a review of the performance of the Company is provided in a separate section and forms an
integral part of this Report in Management Discussion and Analysis Report annexed as
Annexure V.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year 31st March, 2025, the applicable accounting
standards had been followed. There are no material departures in the adoption of the applicable Accounting
Standards.

b) appropriate accounting policies have been selected and applied them consistently and judgments and
estimates have been made 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 31st March, 2025 and of the profit of the company for
that period;

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

d) the annual accounts have been prepared on “going concern” basis;

e) the proper internal financial controls are laid down and are adequate and operating effectively.

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

LISTING FEES:

The Equity Shares of the Company are listed on Emerge Platform of NSE Limited and the Company has paid
the applicable listing fees to the Stock Exchange.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of
probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate,

monitor and manage both business and non-business risks. Presently no material risk has been identified by the
directors except of general business risks, for which the Company is leveraging on their expertise and
experience.

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

A. Conservation of energy -

(i) The steps taken or impact on conservation of energy: No major steps have been taken by the Company.
However, the Company continues its endeavour to improve energy conservation and utilization.

(ii) The steps taken by the Company for utilising alternate sources of energy: Nil

(iii) The capital investment on energy conservation equipment: Nil

B. Technology absorption-

(i) The effort made towards technology absorption: The Company has not taken any technology in
particular or entered into any technology agreement during the period. During the year, no further
development is done for research.

(ii) The benefit derived like product improvement, cost reduction, product development or import
substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):

a. The details of technology imported: Nil

b. The year of import: Nil

c. Whether the technology has been fully absorbed: Nil

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

(iv) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -

The details regarding foreign exchange earnings and outgo, are specified in the notes to the Financial
Statement.

DETAILS ABOUT HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES / JOINT VENTURES:

As on 31st March, 2025, the Company does not have any holding, subsidiary & associate companies and has not
entered into any joint venture with any other company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder
at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year, the Company had not received any complaints and no complaints were pending as on
31st March, 2025.

Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the
workplace.

PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of ratio of Directors’ Remuneration to Median
Employees’ Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached to this report as
Annexure VI.

The total number of employees on the payroll of the Company are 79 (Seventy-Nine), Out of them total male
employee is 73 (Seventy-three) and total female employee are 6 (Six).

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy
of the same may write to the Company Secretary.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review, no significant or material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its operations in future.

MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is well defined in the organization. The
Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company.

Based on the report of Internal Audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are
presented to the Audit Committee of the Board.

SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, the Company has complied with all the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and adopted by the Central Government pursuant to Section
118 of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS / INDEPEDNENT DIRECTORS:

Your Company has a structured programme for the new Board members so as to enable them to understand the
nature of the industry in which the Company operates, its management and its operations.

They are also familiarised with Company's organisational and governance structure, governance philosophy/
principles, code of conduct & key policies, Board's way of working & procedures, Formal information sharing
protocol between the Board and the management, Directors' roles & responsibilities and disclosure obligations.

The details of the familiarisation program and process followed can be accessed on the website of the Company
at
https://bosspackaging.in/investor-policies.html.

BOARD DIVERSITY AND INCLUSION:

Your Company diligently cognises a culture of diversity and inclusion in the Board as the pre-requisite for
achieving long-term growth and development steered through effective strategy and governance. In a bid to
ensure timely anticipation of risks and opportunities while promoting the persuasive desire of the stakeholders
for greater diversity, our Board reflects an appropriate balance of skills, professional experiences, personal
background and leadership perspectives.

In view of the above. your Company has adopted the Board Diversity Policy and Diversity, Equity & Inclusion
Policy that sets out its approach to diversity. The policies can be accessed at
https://bosspackaging.in/investor-
policies.html
.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

• In addition, the performance of chairperson was also evaluated on the key aspects of his role.
MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Public Company must be
under compulsory Demat form. The Company has established connectivity with both the Depositories i.e.
National Securities Depository Limited and Central Depository Services (India) limited and the Demat
activation number allotted to the Company is ISIN: INE0QNI01012. Presently all the shares of the company i.e.
100% shares are held in electronic mode.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items or the same were not applicable to the Company during the year under review:

1. No application has been made or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the period under review.

2. There is no difference between the amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions, if any during period under review.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic mode to those members whose email addresses are
registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report 2024-25
will also be available on the Company’s website at
https://bosspackaging.in/, website of the Stock Exchange,
i.e., NSE Limited at www.nseindia.com and on the website of the Company’s Registrar and Transfer Agent,
KFin Technologies Limited at
www.kfintech.com.

PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any Investment, given guarantee and securities during the financial year under
review. There for no need to comply provisions of section 186 of Companies Act, 2013.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the
employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve
good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by
the banks, government, business associates and the shareholders for their continued confidence reposed in the
Company and look forward to having the same support in all future endeavor.

By order of the Board of Directors
Boss Packaging Solutions Limited

Manishbhai Brahmbhatt Ketan Thakkar

Place: Ahmedabad Managing Director and Chairman Executive Director

Date: 11/08/2025 DIN: 05154924 DIN: 05154897