Balkrishna Paper Mills Ltd — Proxy Solicitation & Information Statement 2025

Jan 14, 2025

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Ref: OPS:BPML: SEC & LEGAL:PBN:2024-25 Date: January 14, 2025

BSE Limited Listing Department P.J. Tower, Dalal Street, Mumbai – 400 001

Script Code :539251

National Stock Exchange of India Limited Listing Department Exchange Plaza, Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

Symbol : BALKRISHNA

ISIN : INE875R01011

Dear Sir/Madam,

Sub: Postal Ballot Notice regarding :

• I. Sale/Disposal/Transfer of whole of Property, Plant and Equipments (PPE) etc. (“Undertaking”) of the Company;

• II. Material Modification(s) to the approved Related Party Transaction(s) of the Company with S P Finance and Trading Limited during Financial Year 2024-2025;

• III. Material Related Party Transactions(s) with S P Finance and Trading Limited during Financial Year 2025-2026;

• IV. Material Related Party Transactions(s) with Sanchna Trading and Finance Limited during Financial Year 2025-2026.

This is to inform you that the Board of Directors of the Company in their Meeting held on 2[nd] January, 2025 has approved Postal Ballot Notice seeking approval of the Members in respect of the captioned subject by way of passing the Special/ Ordinary Resolutions through remote electronic voting (remote e- Voting).

In terms of relevant Circulars issued by the Ministry of Corporate Affairs and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall provide remote e-Voting facility for the said purpose. The cut-off date of 10[th] January, 2025 has been fixed to determine the eligibility of the Members to cast their vote through remote e-Voting facility.

In this regard, please find enclosed the Postal Ballot Notice dated 2[nd] January, 2025 together with the Explanatory Statement. The copy of the said Postal Ballot Notice is being uploaded on the website of the Company at www.bpml.in and the website of National Securities Depository Limited at www.evoting.nsdl.com.

In conformity with the requirements, the said Notice is being sent electronically to all the Members whose names appear in the Register of Members/ List of Beneficial Owners and whose e-mail IDs are registered with the Company/ Depositories as on Friday, 10[th] January, 2025, being the Cut-off date as mentioned above.

The remote e-Voting period shall commence at 9:00 a.m. (IST) on Wednesday, 15[th] January, 2025 and conclude at 5:00 p.m. (IST) on Thursday, 13[th ] February, 2025. The Result of the remote e-voting shall be declared on or before Saturday, 15[th ] February, 2025.

Kindly acknowledge receipt and take the above on record.

Thanking you,

Yours faithfully, For Balkrishna Paper Mills Limited

OMPRAKA Digitally signed by OMPRAKASH SINGH SH SINGH Date: 2025.01.14 11:52:39 +05'30' (Omprakash Singh)

Company Secretary and Compliance Officer

Encl: As above

Registered Office: A/7, Trade World, Kamala City , Senapati Bapat Marg, Lower Parel, Mumbai, India – 400013 Tel: +91 22 6833 0651|Email: opsingh@bpml.in | www.bpml.in | CIN: L21098MH2013PLC244963

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Balkrishna Paper Mills Limited Corporate Identification Number (CIN): L21098MH2013PLC244963 Registered Office: A/7, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai, Maharashtra – 400 013. Tel: +91- 22-6833 0651 Email id: opsingh@bpml.in, Website: www.bpml.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.]

nt to Section 108 and 110 of the Companies Act, 2013, tration) Rules, 2014.]	read with Rules 20 and 22 of the Companies (Managem
VotingStarts On	Wednesday, 15th January, 2025 at 09.00 A.M.
VotingEnds On	Thursday, 13th February, 2025 at 05.00 P.M.

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 read with Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) (including any statutory modification or re-enactment thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for conducting Postal Ballot process through electronic voting (remote e-voting) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as the “MCA Circulars”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Sebi Listing Regulations”) and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the resolutions set out hereunder are proposed to be passed by the Equity Shareholders of the Company (as on the Cut-off Date) (“Members”), through Postal Ballot (“Postal Ballot”) only by way of remote e-Voting process (“Remote e-Voting”). An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof forms part of this Notice of Postal Ballot (“Notice”).

Pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the Notice and instructions for remote e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Registrar and Transfer Agent (“RTA”) / Depositories.

The Board of Directors on January 02, 2024, has appointed Mr. Prasen Naithani (CP No. FCS 3830), Practicing Company Secretary, as scrutinizer (the “Scrutinizer” ) to conduct the Postal Ballot e-Voting process in a fair and transparent manner.

The results of the remote e-Voting conducted by Postal Ballot process along with the Scrutinizer’s Report will be made available on the website of the Company at www.bpml.in and website of

NSDL at www.evoting.nsdl.com. The results will simultaneously be communicated to the stock exchange(s), where the shares of the Company are listed and will also be displayed at the registered office of the Company. The resolutions, if passed with the special/requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-Voting i.e. 13[th] February, 2025. If a resolution is assented to by the special/requisite majority through Postal Ballot by means of remote e-Voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

SPECIAL BUSINESS:

Item No.1

Sale/Disposal/Transfer of whole of Property, Plant and Equipments (PPE) etc.(“Undertaking”) of the Company:

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1) (a) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rules made thereunder (including any statutory modification or re-enactment thereof, for the time being in force), the enabling provisions of the Memorandum and Articles of Association of the Company and Regulation 37A(1) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ,the provisions of the listing agreement entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to such other approvals, consents and permissions obtained/to be obtained from the appropriate third parties including concerned statutory authorities to the extent applicable and necessary and subject to such terms and conditions as may be imposed by them, and which may be agreed to by the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution), for effecting the sale/disposal/transfer of whole, or substantially the whole of the assets of the Company being Property, Plant and Equipments (PPE) of the Company situated At Village Ambivali, Post Mohane, Taluka Kalyan, Dist Thane 421 102, Maharashtra (“Undertaking”) together with all specified movable tangible assets of the Undertaking, including scrap/debris generated out of dismantling/demolishing of PPEs and building in which said

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PPEs are housed, in one or more tranches/phases and either as a whole or in part, or in any other manner, as the Board may deem fit in the interest of the Company, to Public/Private Company/ Person/ Partnership Firm /Limited Liability Partnership/Asset Reconstruction Company (“Prospective Buyer(s)”, on prevailing market price/value, towards its consideration, on such terms and conditions as mutually agreed upon by the Company with the Buyer, as may be deemed fit by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do such further acts, deeds and things as may be necessary including modifying, finalizing the terms and conditions and executing all such agreements, undertakings, contracts, deeds and other documents on behalf of the Company, file applications and make representation in respect thereof and seek approval from statutory/administrative authorities, financial institutions/banks etc., in this regard as may be applicable and deal with any matters, take necessary steps in this matter as the Board may in its absolute discretion deem necessary, desirable and expedient to give effect to this resolution and to settle any question/difficulty that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee of Directors or Director(s)/Manager/Chief Financial Officer/ Company Secretary and/or any of the officers/ authorised representatives of the Company, with authorities as required, affixing the Common Seal of the Company on agreement/documents, arranging delivery and execution of Contract, deeds, agreements and instruments.”

Item No.2

Material Modification(s) to the approved Related Party Transaction(s) of the Company with S P Finance and Trading Limited during Financial Year 2024-2025:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), read with Section 188 of the Companies Act, 2013 (‘the Act’), the rules made thereunder (including any other applicable provision(s) or statutory amendment(s) or reenactment(s) thereof, for the time being in force, if any), the Company’s Policy on Related Party Transactions and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company and in partial modification of Ordinary Resolution passed by the members through Postal Ballot on 17th July ,2024, [approving, inter alia, the Material Related Party Transaction(s) of the Company with S P Finance and Trading Limited for availing Inter Corporate Deposit (ICD) upto an amount not exceeding Rs. 5 Crores during the financial year 2024-25 on terms and conditions set out in explanatory statement annexed thereto], consent of the Members of the Company be and is hereby accorded to the Board of Directors

of the Company, to amend/modify the terms of the said Material Related Party Transaction(s) entered into/proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, to increase the amount of the aforesaid Material Related Party Transactions, i.e. availing Inter Corporate Deposit (ICD) from S P Finance and Trading Limited from an amount not exceeding Rs.5 crore to an amount not exceeding Rs.15 crore, (i.e. an increase of Rs.10 Crore), for the financial year 2024-25, provided that the said transaction shall be carried out on an arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to delegate all or any of the powers conferred on it, to any committee of Board of Director and/or Managing/Whole-time Director(s) or Company Secretary of the Company and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects”.

Item No.3.

Material Related Party Transactions(s) with S P Finance and Trading Limited during Financial Year 2025-2026:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), read with Section 188 of the Companies Act, 2013 (‘the Act’), the rules made thereunder (including any other applicable provision(s) or statutory amendment(s) or reenactment(s) thereof, for the time being in force, if any), the Company’s Policy on Related Party Transactions and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company, consent of the Members be and is hereby accorded to the Company for entering into Material Related Party transaction(s) with S P Finance and Trading Limited , a related party of the Company, for availing Inter Corporate Deposit (ICD) upto an amount not exceeding Rs. 25 Crores, in one or more tranches, during Financial Year 202526 on Interest rate ranging between @ 9% to 10% p.a. and on the terms as set out in the explanatory statement annexed to this notice, provided that the said transaction shall be carried out on an arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to delegate all or any of the powers conferred on it, to any committee of Board of Director and/or Managing/Whole-time Director(s) or Company Secretary of the Company and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.

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RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects”.

Item No.4.

Material Related Party Transactions(s) with Sanchna Trading and Finance Limited during Financial Year 2025-2026:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), read with Section 188 of the Companies Act, 2013 (‘the Act’), the rules made thereunder (including any other applicable provision(s) or statutory amendment(s) or reenactment(s) thereof, for the time being in force, if any), the Company’s Policy on Related Party Transactions and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company, consent of the Members be and is hereby accorded to the Company for entering into Material Related Party transaction(s) with Sanchna Trading and Finance Limited, a related party of the Company, for availing Inter Corporate Deposit (ICD) upto an amount not exceeding Rs. 25 Crores, in one or more tranches, during Financial Year 2025-26 on Interest rate ranging between @ 9% to 10% p.a. and on the terms as set out in the explanatory statement annexed to this notice, provided that the said transaction shall be carried out on an arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to delegate all or any of the powers conferred on it, to any committee of Board of Director and/or Managing/Whole-time Director(s) or Company Secretary of the Company and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects”.

By Order of the Board of Directors For Balkrishna Paper Mills Limited

(Omprakash Singh) COMPANY SECRETARY Membership No. FCS-4304

Place: Mumbai Date: January 02, 2025

Registered Office:

A/7, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400013 CIN: L21098MH2013PLC244963

NOTES:

1. An Explanatory Statement, pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (“Act”), read with the Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended, stating all material facts and reasons pertaining to the above proposed resolutions contained in this Postal Ballot Notice is annexed hereto and forms part of this Notice.

2. In terms of the MCA Circulars, the Postal Ballot Notice is being sent via email only in electronic form to those Members of the Company, whose names appear in the register of members/the list of beneficial owners, as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on 10[th] January, 2025 (“Cut-off Date”) and whose email addresses are registered with the Company/depository participant(s) or who will register their e-mail address in accordance with the process outlined in this Notice. Any person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for information purposes only. Members who have registered their email IDs for receipt of documents in electronic form under the Green Initiative of the Ministry of Corporate Affairs are being sent this Postal Ballot Notice by e-mail to their email addresses registered with their DPs/the Company’s RTA.

3. In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only and, if so requested by any shareholder, in physical form by courier to such shareholder’s registered postal address that is available with the RTA. However, the communication of the assent or dissent of the Members would take place through e-voting only.

4. Members may note that the Postal Ballot Notice will be available on the Company’s website at www.bpml.in and also on the websites of the BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and National Securities Depository Limited (NSDL) i.e. www.bseindia.com, www. nseindia.com and www.evoting.nsdl.com respectively.

5. In compliance with Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-Voting i.e., by casting votes electronically instead of submitting Postal Ballot Forms. Accordingly, physical copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-Voting system.

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1. Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the CutOff Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the RTA/Depositories/Depository Participants) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

1. In accordance with Rule 22 (5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors has appointed Mr. Prasen Naithani, Practicing Company Secretary (CP No. FCS 3830), Proprietor of M/s. P. Naithani & Associates, to act as the Scrutinizer for conducting the Postal Ballot through remote e-Voting process, in a fair and transparent manner.

2. The voting rights of Members for electronic voting shall be in proportion to the paid up value of their shares in the equity share capital of the Company as on cut-off date i.e. close of business hours of 10[th] January, 2025. Voting Rights in the Postal Ballot cannot be exercised by a proxy. There will be one e-vote for every Folio/Client ID irrespective of the number of joint holders.

3. Resolution passed by the Members through Postal Ballot is deemed to have been passed as if it has been passed at a General Meeting of the Members.

10. Shareholders holding Shares in Physical Mode: Such Shareholders are requested to provide their e-mail ID, Mobile No. and Bank details to the Registrar and Share Transfer Agent of the Company, viz., Purva Sharegistry (India) Pvt. Ltd (“Purva”) on E-mail: support@purvashare.com apart from the said changes, any other changes can also be intimated to Purva at E-mail id: support@purvashare.com or to the Company E-mail id at: opsingh@bpml.in.

11. Shareholders holding Shares in Dematerialized Mode : Such Shareholders are requested to contact their Depository Participant(s) for any changes in their details with respect to change in their email, bank details, mobile number, PAN and any other details. For temporary registration, the procedure in above point can be followed.

1. For procuring Login ID & Password, members are requested to send request at evoting@nsdl.com. However, if you are already registered with NSDL for remote e-Voting then you can use your existing User ID and password for casting the vote.

2. After dispatch of the Postal Ballot Notice through email, advertisement shall be published in 1 (one) English daily newspaper and in 1 (one) Marathi Newspaper, each having wide circulation in the district where the registered office of the Company is situated and will also be uploaded on the Company’s website at www.bpml.in.

3. All the relevant documents referred to in the accompanying Notice and the Explanatory Statement will be open for inspection by the Members at the Registered Office of the Company during working hours on all working days, except Saturdays, Sundays and Public Holidays between 11.00 a.m. to 5.00 p.m. up to the date of declaration of the results of Postal Ballot. Additionally, for online inspection, members who wish to inspect relevant documents referred to in the accompanying Notice and the Explanatory Statement are requested to send an email to opsingh@bpml.in.

4. The instructions for remote e-voting are as under:

5. a. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Circulars and Regulation 44 of SEBI Listing Regulations and MCA Circulars issued from time to time, the Company has provided the facility of remote e-Voting to all Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide remote e-Voting facility to its Members.

6. b. Instructions for Members for Remote E-Voting are as under:

Some of the important details regarding the remote e-Voting facility are provided below:

Cut-of date for determining the Members entitled to vote	Friday, 10thJanuary, 2025
Commencement of remote e-Voting period	Wednesday, 15th January, 2025 at 09.00 A.M.
End of remote e-Voting period	Thursday, 13thFebruary, 2025 at 05.00 P.M.

The remote e-Voting module shall be disabled by NSDL after 5.00 p.m. (IST) on Thursday, 13[th] February, 2025 for voting thereafter.

16. Process to cast votes through remote e-voting:

The details of process and manner for casting votes through remote e-Voting are explained herein below:

The way to vote electronically on NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl. comeither on a Personal Computer or on a mobile.On the e-Services home page click on the “Benefcial Owner”icon under “Login”which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System my easi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website atwww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting ServiceProviders.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl. comor call at 022 - 4886 7000.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at toll free no.1800 210 9911.

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting

system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of Balkrishna Paper Mills Limited for which you wish to cast your vote during the remote e-Voting period, which is 132649.

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1. Now you are ready for e-Voting as the Voting page opens.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will

4. be displayed.

5. You can also take the printout of the votes cast by you by

6. clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

17. General Guidelines for Shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to naithanipcs@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, at evoting@nsdl.com.

18. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to opsingh@ bpml.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to opsingh@bpml.in. If you are an

Individual shareholders holding securities in demat mode, you are requested to refer to the login method - explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholders/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

19. General Information for the Members:

• (i) In accordance with Rule 22 (5) of the Rules, the Board of Directors has appointed Mr.Prasen Naithani, Practicing Company Secretary (CP Number FCS 3830), Proprietor of M/s. P. Naithani & Associates, to act as the Scrutinizer for conducting the Postal Ballot through remote e-Voting process, in a fair and transparent manner.

• (ii) The Scrutinizer shall after the conclusion of remote e-Voting unblock the votes, scrutinize the votes cast by remote e-voting and will submit his Report on the result of the Postal Ballot ,of the total votes cast in favour or against, if any, on the resolution set out in this Notice, to the Chairman or Company Secretary or any other officer of the Company authorized by the Board in this behalf who shall countersign the same, within 48 hours after the conclusion of remote e-Voting i.e. on or before 15[th] February, 2025. The Scrutinizer’s decision on the validity of votes cast will be final.

• (iii) The Chairman or a person authorized by the Board shall declare the Result of the voting forthwith. The resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-Voting, in terms of the SS-2 issued by the Institute of Company Secretaries of India.

• (iv) The results of the Postal Ballot will be announced on or before 15[th] February, 2025. The Results declared, along with the Scrutinizer’s Report, will be posted after the declaration of the same by the Chairman or Company Secretary or a person authorized by the Board on the Company’s website at www.bpml.in, on the website of the National Stock Exchange of India Limited at www. nseindia.com, BSE Limited at www.bseindia.com and also on the website of NSDL at www.evoting.nsdl. com. The Results shall also be displayed on the Notice Board at the Registered Office of the Company. The resolutions, if passed by Special/requisite majority, shall be deemed to have been passed on the last date for remote e-Voting i.e. 13[th] February, 2025.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

Special Resolution at Item No.1:

Company’s Paper Board manufacturing Unit at At Village Ambivali, Post Mohane, Taluka Kalyan, Dist Thane 421 102, Maharashtra (unit) has been incurring heavy losses in the business over past several years, on account of high cost of production, lower productivity, lower volume of business and high fixed cost etc. The Management of the Company has tried its best to make its operations viable and profitable by undertaking various measures including infusing funds from time to time for the same . However, the operations of the Company continued to incur losses and its accumulated losses kept on rising. In order to arrest incurring further losses, the Management decided to keep production activities at above said unit in abeyance since January 2023.

The Company had appointed consultants to review the existing business and to suggest various alternative business opportunities available to the Company.

As per the Consultant’s report the manufacturing of Paper Board from said unit is not a viable business, on account of increased challenges due to evolving market conditions, rising competition and changing consumer preferences toward digital alternatives etc. Further, plant and machineries at said unit has become obsolete and any technological upgradation would require huge amount of capital investment, which in turn will make operations unviable.

On the basis of the above facts and after careful consideration of the views of above referred consultant, the Board of Directors of the Company in their meeting held on Thursday, 2[nd] January, 2025 has taken decision to permanently discontinue the manufacturing of Paper Boards from the said unit.

Further in order to reduce the debt burden of the Company, the Board of Directors, after evaluating all the possible options, have decided to sale/disposal/transfer whole, or substantially the whole of the assets of the Company being Property, Plant and Equipments (PPE) of the Company situated At Village Ambivali, Post Mohane, Taluka Kalyan, Dist Thane 421 102, (Undertaking) together with all specified movable tangible assets in relation to the Undertaking, including scrap/debris generated out of dismantling/demolishing of PPEs and building in which said PPEs are housed, in one or more tranches/phases and either as a whole or in part, or in any other manner, as the Board may deem fit in the interest of the Company, to Public/Private Company/ Person/Partnership Firm /Limited Liability Partnership/Asset Reconstruction Company (“Prospective Buyer(s)”, on prevailing market price/value, towards its consideration, on such terms and conditions as mutually agreed upon by the Company with the Buyer, as may be deemed fit by the Board.

Pursuant to Section 180 of the Companies Act, 2013 (‘the Act’), for selling, leasing or otherwise disposing off the whole or substantially the whole of the assets of the Company (undertaking) , Board requires approval of the members by way of Special Resolution.

The Board is of the opinion that the aforesaid Resolution is in the best interest of the Company and hence the Board recommends

the resolution set out at Item No. 1 for the approval of members by way of special resolution.

None of the Directors / Key Managerial Personnel, Senior Management of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding / directorship, if any.

Ordinary Resolutions at Item No. 2:

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), as amended, all Material Related Party Transactions (‘RPTs’) and subsequent material modifications thereto, for an aggregate value exceeding ₹1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of Members by means of an Ordinary Resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the Company and at an arm’s length basis.

By Ordinary Resolution passed by the members through Postal Ballot on 17th July ,2024, the Members had, inter alia, approved the Material Related Party Transaction(s) of the Company with S P Finance and Trading Limited for availing Inter Corporate Deposit (ICD) upto an amount not exceeding Rs. 5 Crores during the financial year 2024-25 on terms and conditions set out in explanatory statement annexed thereto. For meeting it’s working capital and continuing day to day activities, the Company require more funds and therefore may have to borrow higher Inter Corporate Deposit (ICD) during the remaining part of the financial year 2024-2025. Accordingly, it is proposed to increase the value of the aforesaid Material RPTs being Inter Corporate Deposit (ICD) to be availed from S P Finance and Trading Limited from an amount not exceeding Rs.5 crore to an amount not exceeding Rs.15 crore, (i.e., an increase of Rs.10 Crore), for the financial year 2024-25. Further, the aforesaid enhanced limit of Material RPTs would also ensure that the Company has requisite approval of the Members to adequately cover any funds borrowed by it in remaining part of the financial year 2024-25.

Since, the proposed increase of Rs.10 crore in Material RPTs shall exceed the 20% variation threshold to be considered as Material Modification as defined by the Audit Committee, the Management has provided the Audit Committee and Board of Directors with relevant details of the aforesaid modifications in the value of Material RPTs already approved by the Members of the Company, as aforesaid. The Audit Committee and Board of directors at their respective meeting held on 2[nd] January, 2025, based on relevant details provided by the management, reviewed and approved the above said material modification in related party transaction(s), subject to approval of the Members and have also noted that the aforesaid modification in the value of Material RPT(s) shall continue to be at an arm’s length pricing basis and in the ordinary course of business.

The Ordinary Resolution set out at Item No. 2 in this Notice is being recommended for approval by the Members.

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Information required under Regulation 23 of SEBI Listing Regulations is provided herein below:

Sr. No.	Particulars	Details of proposed RPT and modifcation therein as per Ordinary Resolution at Item No.2
1.	Name of the Related Party	S P Finance and Trading Limited
2.	Nature of Relationship with the Company	Group Company
3.	Type, Material terms and particulars of the proposed transaction	Type:Availing Inter Corporate Deposit (ICD) Rate of Interest:9% p.a. Repayment Schedule: One Year subject to further extension/(s) by mutual consent of both the parties. Duration of Interest Payment: Interest will be paid on Quarterly/ Half Yearly/ Annual basis as may be mutually decided. Category:This Inter Corporate Deposits will be under unsecured category
4.	Tenure of the proposed Transaction	Financial Year 2024-25
5.	Value of the proposed transaction	By Ordinary Resolution passed by the members through Postal Ballot on 17th July, 2024, the Members had, inter alia, approved Inter Corporate Deposits Not exceeding Rs.5 Crore in one or more tranches.Now it is proposed to increase the value of the aforesaid Material RPTs being Inter Corporate Deposit (ICD) to availed from an amount not exceeding Rs.5 crore to an amount not exceeding Rs.15 crore, (i.e., an increase of Rs.10 Crore), for the fnancial year 2024-25.
6.	The percentage of the listed entity’s average Proft/ (Loss), for the last 3 preceding fnancial year, that is represented by the value of the proposed transaction	As in previous three preceding years, the company had a loss, so all the transactions are material related party transaction, hence approval is required for the same.
7.	If the transaction relates to any loans, inter - corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
	i) Details of the source of funds in connection with the proposed transaction	Not Applicable

	ii) Where any fnancial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments	Not Applicable
	iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	Not Applicable
	iv) Purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the related party transaction	Not Applicable
8.	Justifcation as to why the RPT is in the interest of the Company.	Company’s negative Net worth is a big impediment in raising funds. It is not possible for the Company to get (borrow) funds from a Bank or outside party which are unsecured and at an Interest rate of 9 % p.a.. Hence Company is taking ICD from Related party. For meeting it’s working capital requirement and continuing day to day activities, the Company require more funds and therefore may have to borrow higher Inter Corporate Deposit (ICD) during the remaining part of the fnancial year 2024-2025 and hence approval sought by way of modifcation for increase by Rs.10 crore.
9.	A copy of the valuation or other external party report, if any such report has been relied upon	Not Applicable
10.	Any other information that may be relevant	Nil

The above mentioned Material Related Party Transaction(s) are in the ordinary course of business and on an arm’s length basis.

The Board recommends passing of the Ordinary Resolutions as set out in Item Nos. 2 of this Notice, for approval by the Members of the Company.

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting on the said resolution.

Shri Anurag Poddar and his relatives are deemed to be concerned or interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company and their respective relatives are in any way, concerned or interested either directly or indirectly, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution, as set out in Item No.2 of this Notice.

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Ordinary Resolutions at Item Nos. 3 and 4:

Pursuant to Section 188 of the Companies Act, 2013 (“the Act”), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board and prior approval of members by way of an Ordinary Resolution in case Related Party Transactions exceed such sum as is specified in the rules. The aforesaid provisions are not applicable in respect of transactions entered into by the Company in the ordinary course of business and on an arm’s length basis.

However, pursuant to amended regulation 23 of SEBI (LODR) Regulations, 2015, prior approval of the shareholders through Ordinary Resolution is required for all ‘Material’ Related Party Transactions (RPT) even if they are entered into in the ordinary course of business on arm’s length basis. For this purpose, a RPT will be considered ‘material’ if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceed Rs.1,000 crore or 10% of the annual turnover of the Company as per the last Audited Financial Statements of the Company, whichever is lower.

Since, the turnover of your Company as per Audited financial statement of F.Y. 2023-24 is Rs.5.58 Crores only and Net Worth is Negative, each and every transaction proposed to be entered into by the Company with related party/(ies), will fall under category of “Material Related Party Transaction” and hence Members approval is necessary for any related party transaction/(s).

Your company requires funds for meeting it’s working capital needs, continuing day to day business activities and repayments of debts. Company’s negative Net-worth is a big impediment in raising funds and hence the Board of Directors of your Company is proposing to avail unsecured Inter Corporate Deposit(s) (ICDs) up to an amount not exceeding Rs.25 Crores, in one or more tranches, each from S P Finance and Trading Limited and Sanchna Trading and Finance Limited, both related parties of the Company, at Interest rate ranging from 9% p.a to 10% p.a.

The Company has in place a structured process for approval of Material Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions irrespective of the materiality threshold along with the justification are provided to the Audit Committee which enables them to arrive at the right decision.

The Audit Committee and the Board of Directors of the Company at their respective meeting held on 2[nd] January, 2024 has, on the basis of relevant details provided by the management, as required by the law, reviewed and approved the said transaction, subject to approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for this transactions proposed to be undertaken by the Company.

Information required under Regulation 23 of SEBI Listing Regulations is provided herein below:

Sr. No.	Particulars	Details of proposed RPTs as per Ordinary Resolution at Item Nos.	Details of proposed RPTs as per Ordinary Resolution at Item Nos.
		3	4
1.	Name of the Related Party	S P Finance and Trading Limited	Sanchna Trading and Finance Limited
2.	Nature of Relationship with the Company	Group Company	Group Company
3.	Type, Material terms and particulars of the proposed transaction	Type:Availing Inter Corporate Deposit (ICD) Rate of Interest:Ranging from 9% to 10 % p.a. Repayment Schedule: One Year subject to further extension/(s) by mutual consent of both the parties. Duration of Interest Payment:Interest will be paid on Quarterly/Half Yearly/ Annual basis as may be mutually decided. Category:This Inter Corporate Deposits will be under unsecured category	Type:Availing Inter Corporate Deposit (ICD) Rate of Interest:Ranging from 9% to 10 % p.a. Repayment Schedule: One Year subject to further extension/(s) by mutual consent of both the parties. Duration of Interest Payment:Interest will be paid on Quarterly/Half Yearly/ Annual basis as may be mutually decided. Category:This Inter Corporate Deposits will be under unsecured category
4.	Tenure of the proposed Transaction	Financial Year 2025-26	Financial Year 2025-26
5.	Value of the proposed transaction	Not exceeding Rs. 25 Crore in one or more tranches.	Not exceeding Rs. 25 Crore in one or more tranches.
6.	The percentage of the listed entity’s average Proft/ (Loss), for the last 3 preceding fnancial year, that is represented by the value of the proposed transaction	As in previous three preceding years, the company had a loss, so all the transactions are material related party transaction, hence approval is required for the same.	As in previous three preceding years, the company had a loss, so all the transactions are material related party transaction, hence approval is required for the same.

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7.	If the transaction relates to any loans, inter - corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
	i) Details of the source of funds in connection with the proposed transaction	Not Applicable	Not Applicable
	ii) Where any fnancial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments	Not Applicable	Not Applicable
	iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	Not Applicable	Not Applicable
	iv) Purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the related partytransaction	Not Applicable	Not Applicable
8.	Justifcation as to why the RPT is in the interest of the Company.	Company’s negative Net worth is a big impediment in raising funds. It is not possible for the Company to get (borrow) funds from a Bank or outside party which are unsecured and at an Interest rate of 9-10 % p.a.. Hence Company is taking ICD from Relatedparty.	Company’s negative Net worth is a big impediment in raising funds. It is not possible for the Company to get (borrow) funds from a Bank or outside party which are unsecured and at an Interest rate of 9-10 % p.a.. Hence Company is takingICD from Relatedparty.
9.	A copy of the valuation or other external party report, if any such report has been relied upon	Not Applicable	Not Applicable
10.	Any other information that may be relevant	Nil	Nil

The above mentioned Material Related Party Transactions are in the ordinary course of business and on an arm’s length basis.

The Board recommends passing of the Ordinary Resolutions as set out in Item Nos. 3 and 4 of this Notice, for approval by the Members of the Company.

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting on the said resolution.

Shri Anurag Poddar and his relatives are deemed to be concerned or interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company and their respective relatives are in any way, concerned or interested either directly or indirectly, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution, as set out in Item Nos. 3 and 4 of this Notice.

By Order of the Board of Directors For Balkrishna Paper Mills Limited

(Omprakash Singh) COMPANY SECRETARY

Place: Mumbai Date: January 02, 2025.

Membership No. FCS-4304

Registered Office:

A/7, Trade World, Kamala City, Senapati Bapat Marg Lower Parel (W), Mumbai - 400013. CIN: L21098MH2013PLC244963

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