B&B Triplewall Containers Limited — Proxy Solicitation & Information Statement 2024

Jun 11, 2024

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B&B

Triplewall Containers Limited

DATE: 11/06/2024

The Manager The Manager, National Stock Exchange of India Limited, Department of Corporate Services Exchange Plaza, Bandra Kurla Complex BSE Limited Phiroze Jeejeebhoy Towers, Bandra, Dalal Street, Mumbai- 400051 MH Mumbai- 400001. NSE Scrip Code: BBTCL BSE Scrip Code: 543668

Subject: - Disclosure of events & information pursuant to Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal ballot notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated June11, 2024, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“e-voting”) for:

1. Approval of increasing the borrowing limit under section 180(1)(c) of the companies act 2013

2. Approval to mortgage, charge or dispose off the undertakings, both present and future, of the company

Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners, as on Friday, June 14, 2024 (“Cut-off Date”), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.

Further, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant MCA Circulars, the Company has provided only remote e-voting facility to its members to enable them to cast their votes electronically instead of physical mode and for this purpose the Company has engaged the services of Central Depository Services Limited (CDSL) to provide e-voting facility to all its members.

The e-voting facility will be available during the following period:

Commencement of e-voting: 19/06/2024 End of e-voting: 19/07/2024

The Postal Ballot Notice is also available on the Company's website at https://boxandboard.in/

This is for your information and records. Thanking you Yours faithfully

FOR B&B TRIPLEWALL CONTAINERS LIMITED

RAVI Digitally signed by RAVI AGARWA AGARWAL Date: 2024.06.11 L 16:19:52 +05'30' RAVI AGARWAL DIN: 00636684 Director cum CFO

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555 www.boxandboard.in

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B&B

Triplewall Containers Limited

POSTAL BALLOT NOTICE

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

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of B&B Triplewall Containers Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“evoting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

The Board of Directors has appointed M/s. Shivani Vashistha & Associates, Company Secretaries (Membership No. ACS- 55372; CP No. 26693), as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of Central Depository Services Limited (CDSL) as the agency to provide e-voting facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting:	19/06/2024
End of e-voting:	19/07/2024

The Scrutiniser will submit their report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Sunday, July 21, 2024, and will be displayed on the Company’s website at https://boxandboard.in/ and the website of CDSL at https://www.evotingindia.com/ The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS:

1. APPROVAL FOR INCREASING THE BORROWING LIMIT UNDER SECTION 180(1)(C) OF THE COMPANIES ACT 2013

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555

www.boxandboard.in

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B&B

Triplewall Containers Limited

To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 and the Rules made thereunder, as amended from time to time, and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the consent, authority and approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to borrow from time to time any sum or sums of money in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time together with the amount to be borrowed, apart from temporary loans obtained/to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of INR 300 Crores (Indian Rupees Three Hundred Crores only) over and above the aggregate of the paid up share capital and free reserves of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, to sign, execute and deliver all such documents, instruments and writings as may be required to give effect to this Resolution.”

2. APPROVAL TO MORTGAGE, CHARGE OR DISPOSE OFF THE UNDERTAKINGS, BOTH PRESENT AND FUTURE, OF THE COMPANY

To consider and pass 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 and Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such other approvals as may be necessary, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this Resolution), to create such charges, mortgages and hypothecations in addition or supplemental to the existing charges, mortgages and hypothecations, if any, created by the Company, on its movable and immovable properties, both present and future, and in such manner as the Board may deem fit, in favor of Banks, Financial Institutions and any Lending Agencies or bodies / Security Trustees / Agents, for the purpose of securing any borrowing, loans and / or advances already obtained or that may be obtained, together with interest, all other costs, charges and expenses and other moneys payable by the Company to the concerned Lenders, up to a sum of Rs. 300 Crores (Rupees Three Hundred Crores only).”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments, agreements and writings as may be required and to delegate all or any of its powers herein conferred to a Committee constituted / to be constituted by the Board and / or any Member of such Committee with power to the said Committee to sub-delegate its powers to any of its Members for the purpose of giving effect to the aforesaid Resolution.”

By the order of board

For B&B Triplewall Containers Limited

RAVI Digitally signed by RAVI AGARW AGARWAL Date: AL 2024.06.11 16:20:16 +05'30'

RAVI AGARWAL DIN: 00636684 Director cum CFO

Registered Office & Unit-I: B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 E-mail ID: mail@boxandboard.in | Ph. 8870213555 CIN: L21015KA2011PLC060106

Corporate Office & Unit Ill: B&B Triplewall Containers Limited Survey. No. 75/1A2, 75/1B1 73/2A, Thiyagarasanapalli Village, Shoolagiri Taluk, Krishnagiri District 635117 E-mail: info@boxandboard.in | Ph. 8870210555

www.boxandboard.in

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B&B

Triplewall Containers Limited

NOTES

1. A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations are attached.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, June 14, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company’s website at https://boxandboard.in/ websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL at https://www.evotingindia.com/

4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 duly filled and signed along with requisite supporting documents to CDSL

5. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

6. Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date

7. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, 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 SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

8. The e-voting period commences at 11:00 a.m. (IST) on Wednesday, June 19, 2024 and ends at 5:00 p.m. (IST) on Friday, July 19, 2024.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.

1. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Friday, July 19, 2024.

2. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to cs@boxandboard.in mentioning his / her / its folio number / DP ID and Client ID.

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555 www.boxandboard.in

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B&B

Triplewall Containers Limited

THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

Pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 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 i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home 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 Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to eVoting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. 2. If the user is 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 3. 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 homepage of e-Votingsystem is

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555

www.boxandboard.in

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B&B

Triplewall Containers Limited

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 Verification 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 name and you will be redirected to e-Voting service providerwebsite for casting yourvote duringthe remote e-Voting period.

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. After Successful login, you will be able to see e-Voting option. Once you 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 eVoting service provider name and you will be redirected to e-Voting service provider website for casting yourvote duringthe 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.

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat modewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at022- 23058738and 22-23058542-43.
Individual Shareholders holding securities in Demat modewith NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 18001020 990and 180022 4430

Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• i. The shareholders should log on to the e-voting website www.evotingindia.com ii. Click on “Shareholders” module.

• iii. Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

OR Alternatively, if you are registered for CDSL‟s EASI/EASIEST e-services, you can login at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL‟s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• iv. Next enter the Image Verification as displayed and Click on Login.

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555

www.boxandboard.in

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B&B

Triplewall Containers Limited

v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• vi. If you are a first-time user follow the steps given below:

	ForShareholders holdingshares in Demat Form and Physical Form
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contactCompany/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(v).

• vii. After entering these details appropriately, click on “SUBMIT” tab.

• viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach “Password Creation‟ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x. Click on the EVSN No for the relevant < B&B TRIPLEWALL CONTAINERS LIMITED > on which you choose to vote.

• xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Registered Office & Unit-I:	Corporate Office &Unit Ill:
B&B Triplewall Containers Limited	B&B Triplewall Containers Limited
Sy. No. 263/2/3, Marsur Madiwal Village,	Survey. No. 75/1A2, 75/1B1 73/2A,
Kasaba Hobli, Anekal Taluk, Bangalore - 562106	Thiyagarasanapalli Village,
E-mail ID: mail@boxandboard.in	Ph. 8870213555
CIN: L21015KA2011PLC060106	E-mail: info@boxandboard.in

www.boxandboard.in

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B&B

Triplewall Containers Limited

• xvii. Shareholders can also cast their vote using CDSL‟s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

xviii. Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@boxandboard.in for the scrutinizer verify, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES/COMPANY:

1. For Physical shareholders- please provide necessary details like 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 Aadhaar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e- voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, E-mail ID: mail@boxandboard.in | Ph. 8870213555 Shoolagiri Taluk, Krishnagiri District 635117 CIN: L21015KA2011PLC060106 E-mail: info@boxandboard.in | Ph. 8870210555

www.boxandboard.in

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B&B

Triplewall Containers Limited

EXPLANATORY STATEMENT

(Pursuant to Sections 102 and 110 of the Companies Act, 2013)

Item no. 1 and 2

In accordance with the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013, the following powers can be exercised by the Board of Directors with the consent of the company by a Special Resolution:

• To pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company;

• To borrow money, where the money to be borrowed, together with the money already borrowed by the Company will exceed the aggregate of the Company’s paid-up share capital and free reserves and securities premium, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, except.

The Board is of the view that the in order to further expand the business activities of the Company and for meeting the expenses for capital expenditure, the Company may be further required to borrow money, either secured or unsecured, from the banks/ financial institutions/other body corporate, from time to time, and to pledge, mortgage, hypothecate and/or charge any or all of the movable and immovable properties of the Company and/or whole or part of the undertaking of the Company.

The Board of Directors of the Company proposes to increase the limits to borrow money upto Rs. 300 Crores (Rupees Three Hundred Crores) and to secure such borrowings by pledging, mortgaging, hypothecating the movable or immovable properties of the Company amounting up to Rs. 300 Crores (Rupees Three Hundred Crores). It is, therefore, required to obtain approval of members by Special Resolution under Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013, to enable the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company and to create charge on the assets over the Company under the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said resolutions.

The Board recommends the Special Resolution set out at Item No. 1 & 2 of the Notice for approval by the Members.

For B&B Triplewall Containers Limited

RAVI Digitally signed by RAVI AGARWA AGARWAL Date: 2024.06.11 L 16:20:34 +05'30'

RAVI AGARWAL DIN-00636684 Director cum CFO

Place: Bangalore Date: 11/06/2024

Registered Office & Unit-I: B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 E-mail ID: mail@boxandboard.in | Ph. 8870213555 CIN: L21015KA2011PLC060106

Corporate Office & Unit Ill: B&B Triplewall Containers Limited Survey. No. 75/1A2, 75/1B1 73/2A, Thiyagarasanapalli Village, Shoolagiri Taluk, Krishnagiri District 635117 E-mail: info@boxandboard.in | Ph. 8870210555

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