To the Members,

Your Directors have the pleasure in presenting the 39th Annual Report of the Company, together with the audited financial statements of the company for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS (STANDALONE)

Your Company's performance for the year ended 31st March, 2025 is summarized as under:

(Rs. In Lakhs)

TRANSFER TO RESERVE

During the year under review the Company has incurred losses, therefore, no fund is available to transfer into reserve. DIVIDEND

The company has incurred losses during the year under review, therefore, your Directors do not recommend any dividend for the financial year ended 31st March, 2025

STATE OF COMPANY'S AFFAIRS

The Company was classified as NPA back in December 2016. Your company was taken into the securitization process by its secured financial creditor i.e. State Bank of India and Central Bank of India under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI Act). State Bank of India and Central Bank of India in the year 2019, had assigned their debts (approx. 76% of the total secured financial debt) to M/s UV Asset Reconstruction Company Limited (UVARCL), an Asset Reconstruction Company (ARC) under the SARFAESI Act, 2002 through swiss challenge method and accordingly the loan account was assigned from SBI and CBI to UVARCL in the books of the Company Further in August 2022, UVARCL acquired the remaining 24% financial debt of the Company from its secured financial creditor (Formerly known as United Bank of India), Punjab National Bank under SARFAESI Act, 2002 resulting in acquisition of 100% financial debt of the Company by UVARCL The Company had major three assets in its Books of Accounts, one asset (Land, Building and operational Plant & Machinery) in Patratu, Jharkhand and others two non-operational assets in Asansol i.e. Mauza Dhamna (10.7 acres) and second is Palasdiha land (6.535 acres). These two immovable properties situated at Mauza Dhamna (8.03 acres) and Palasdiha were sold by UVARC Limited under Security Interest (Enforcement) Rules, 2002 for Rs. 5,52,00,000/- and Rs. 14,53,00,000/-respectively in the year 2022. The plant & machinery of the Asansol unit was sold byWBFC against theirs outstanding loan in the year 2020 for an amount of Rs. 30,00,000.

In the last Financial year 2023-2024, the Company was in receipt of an Intimation letter dated November 29, 2023 from UVARCL regarding sale of Immovable and Movable Assets of the Company located at Patratu in Jharkhand under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (‘Rules'). Since the entire financial debt of the Company is acquired by UVARCL under the SARFAESI Act 2002 and the Company is running in loses, the Board of Directors has no locus standi but to accept the action initiated by UVARCL for sale of above assets of the Patratu unit in Jharkhand under the SARFAESI Act 2002.

As per the above intimation letter, UVARCL had conducted an auction process as per their Sale Notice dated October 16, 2023, inviting quotation from the public for the assets of Patratu Plant of the Company. M/s Ultratech Cement Limited had emerged as the successful bidder for both the Immovable and Movable Assets of the Patratu Plant in Jharkhand and accordingly UVARCL has issued sale certificates dated November 29, 2023 in favour of Ultratech Cement Limited for a consideration of Rs. 169.79 crones.

At present the Company has sold all the assets which were the only source of generating revenue and the Company does not have any alternative source of Income

During the Financial Year ended 31 st March 2025, the Company did not carry any business operations and as a result, generated no revenue. The Company remained non-operational throughout the year and there were no significant changes in the state of affairs of the Company during the year under review. Your Directors continue to monitor the business environment and explore opportunities for future operations, and will take appropriate steps as and when a viable business opportunity arises.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS

During the financial year ended 31st March 2025 your Company underwent a scheme of arrangement for reduction of share capital in accordance with the scheme filed on 06.06.2020 with NCLT, Kolkata Bench The scheme was duly approved by the Hon'ble Bench of the National Company Law Tribunal (NCLT), Kolkata, on 30.10.2024, Certified True Copy of which was received on 27th November, 2024 Subsequently, a copy of the order was filed with the Registrar of Companies, Kolkata, in compliance with the provisions of Section 66 of the Companies Act 2013, under Form INC-28, on 19.12.2024

The Registrar of Companies, Kolkata, has issued a fresh certificate consequent to the reduction of capital, adjusting the capital from Rs. 86,12,43,630 divided into 8,61,24,363 Equity Shares of Rs. 10 each, fully paid-up, to Rs. 17,22,48,730 divided into 1,72,24,873 Equity Shares of Rs. 10 each, fully paid-up. Accordingly, the Company is in the process of undertaking the necessary corporate actions.

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

During the year under review, the Hon'ble Bench of the National Company Law Tribunal (NCLT), Kolkata, has passed an order on 30th October 2024 for reduction of share capital in accordance with the scheme filed on 06.06.2020

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has in place adequate internal financial controls systems that ensure accurate & timely compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluate the internal financial control of the Company

The Company has also appointed M/s KRGB & Associates LLP, Chartered Accountants, as the Internal Auditors of the company. During the year under review, the company continued to implement their suggestions & recommendations to improve controls & compliances

CHANGE OF REGISTERED OFFICE

In accordance with the provision of section 12(5) of the Companies Act 2013 and rules made thereunder and with the approval of Shareholders passed byway of Postal Ballot through remote e-voting, the Company has changed its Registered office from village Palasdiha, Panchgachia Road, RO. -KanyapurAsansol- 713341, West Bengal to 7/1, Anandilal Poddar Sarani (Russel Street) 5th Floor, Flat No. 5B, Kanchana Building Kolkata - 700071,West Bengal i.e. within the state, w.e.f. 24thDecember 2024.

The Change of Registered office was undertaken for better communication, administrative convenience, availability of resources and for catering to the future corporate actions of the Company. The shifting of Registered office as aforesaid is no way detrimental to the interest of any member of public, employees, and associates of the Company in any manner.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the year under review, the Company has no Subsidiary, Joint Venture or Associate.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.

STATUTORY AUDITORS

M/s Agarwal HP & Associates, Chartered Accountants, were appointed as Stautory auditors in the 38th AGM held on 19-09-2024 for a fi rst term of fi ve con s ecutive yea rs, h oweve r th ey h ave te n d ered th ei r res ig n atio n fro m au d itorsh i p w.e.f. 27-05-2025 resulting into casual vacancy in the office of Statutory Auditors of the Company under provision of section 139(8) of the Companies Act 2013.

The Board of Directors have appointed M/s. Bhagi Bhardwaj Gaur & Co., Chartered Accountants, New Delhi,(Firm Registration Number:007895N), as Statutory Auditors of the Company,subject to the approval of members in the General Meeting to fill the casual vacancy caused by the resignation of M/s Agarwal HP & Associates, Chartered Accountants, Ranchi and to hold office until the conclusion of next Annual General Meeting.

AUDITORS' REPORT

Auditors' Report to the Members of the Company does not contain any qualification or adverse remark Financial Statements and the notes thereon are self-explanatory and need no further explanation.

SHARE CAPITAL

During the year under review, the Company has undergone a scheme of arrangement for reduction of share capital in accordance with the scheme filed on 06-06-2022 which was duly approved by the Hon'ble Bench of the National Company LawTribunal (NCLT), Kolkata, on 30.10.2024, Certified True Copy of which was received on 27th November, 2024. Subsequently, a copy of the order was fled with the Registrar of Companies, Kolkata, in compliance with the provisions of Section 66 of the Companies Act, 2013, under Form INC-28, on 19.12.2024

The Registrar of Companies, Kolkata, has issued a fresh certificate consequent to the reduction of Share capital, adjusting the capital from Rs 86,12,43,630 divided into 8,61,24,363 Equity Shares of Rs 10 each, fully paid-up, to Rs. 17,22,48,730 divided into 1,72,24,873 Equity Shares of Rs. 10 each, fully paid-up.

ANNUAL RETURN

The Annual Returns of the company has been placed on the Company's website at www burnpurcement.com. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

The company did not have any funds lying unpaid or unclaimed for a period of seven years or more. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF)

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

The details of Energy conservation. Technology Absorption, Foreign Exchange Earnings and Outgo are as mentioned in the "Annexure A" attached with this report

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discu ssion s & Analysis Report forms part of this Annu al Report DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Details of Directors retiring by rotation

During the year under review, Mr. Ritesh Aggarwal (DIN 07671600) is liable to retire by rotation and offer himself eligible for re-appointment in accordance with the provisions of the section 152 of the Companies Act 2013. Your directors recommend his re-appointment.

The Independent directors of the company are not liable to retire by rotation.

b) Appointment / Re-appointment of Directors

During the year under review and till the date of Board's Report, there is no change in the composition of Directors.

As per section 152 of the Companies Act, 2013, the offices of Mr. Ram Narain, Mr. Ritesh Aggarwal and Mr. Pawan Pareek shall be liable to determination by retirement by rotation.

Mr. Pravez Hayat, ceased to be an Independent Director of the Company upon completion of his term of 5 (five) consecutive years w.e.f. 30th September 2024.

c) Appointment / Resignation of Key Managerial Personnel

During the year under review and till the date of Board's Report, the following changes in the position in Key Managerial Personnel of the Company has taken place:

Mrs. Puja Guin resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 14.03.2025 and in her place Ms. Punam Kumari Sharma is appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 27.05.2025.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Directors) of the Company declaring that they meet the criteria of independence both, as under sub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Basedonthedeclarations,disclosuresreceivedffomthelndependentDirectorsandonevaluationoftherelationships disclosed, the following Non-Executive Directors are Independent Directors in terms of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013

1. Mr. Rajesh Sharma

2. Mrs. Poonam Srivastava

BOARD EVALUATION

Pursuant to Section 134(3)(p), Schedule IV of the Companies Act 2013 and Regulation 17(10) and 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of Directors, Board and Committee was done at three levels by the Independent Directors at a separate meeting, Nomination and Remuneration Committee and the Board. The Board of Directors has carried out an annual evaluation of performance of Independent Directors, Board as a whole, the Committees and individual directors based on the evaluation marking by the Directors

Secondly, the Independent Directors of the Company at their meeting held on 10th February, 2025, carried out the evaluation of performance of the Non-Independent Directors, the Board and the Chairman of the Company as per the prescribed criteria adopted by the Board.

Lastly, the Nomination and Remuneration Committee of the Company carried out evaluations as appropriate and whenever required as per the prescribed criteria adopted by the Board. The performance was evaluated by the Board on the basis of the criteria such as the composition of Board and Committee and structure, effectiveness of Board and committee processes, information and functioning. The performance was considered Excellent

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') to familiarize them with the Company, their roles, rights, responsibilities in the Company and various legal updates and notifications under Companies Act 2013, Listing Regulations, Guidelines issued by Reserve Bank of India and other statutes applicable to the Company.

The details of such Familiarization Programme for Directors may be viewed at the website of the Company at www.burnDurcement.com.

NUMBER OF BOARD MEETINGS

During the financial year 2024-25, the Board of Directors had four (4) meetings. These were held on 28th May, 2024, 8th August, 2024, 11th November, 2024 and 10th February, 2025. The details in relation to attendance of directors at the meetings are disclosed in the Corporate Governance section which forms part of this report

COMMITTEES OF THE BOARD

During the financial year ended on March 31,2025, the Company has three committees as mentioned below :

1. Audit Committee

2 Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

AUDfT COMMITTEE

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report All the recommendations made by the Audit Committee during the year were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition, terms of reference and other details of the Committee, forms part of the Corporate Governance Report, forming part of this Annual Report

NOMINATION AND REMUNERATION COMMITTEE

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report The Nomination and Remuneration Policy of the Company is posted on thewebsite of the Company at www.bumpurcementcom.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of the Company has established a Vigil Mechanism for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report concerns about unethical behavior, wrongful conduct and violation of Company's Code of conduct or ethics policy. The details have been given in the Corporate Governance Report forming part of the Annual Report and also posted on the website of the Company at www.burnDurcement.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

The Company has not granted any loan / advances or provided any guarantee in connection with loan or made any Investment during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any contracts or arrangements or transactions with the related parties in accordance with the provisions of Section 188 of the Companies Act, 2013 and rules thereof.

Accordingly, no transactions are to be reported in Form AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts), Rules 2014

The Policy on Related Party Transaction as approved by the Board has been posted on the website of the Company at www.bumpurcementcom.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of CSR as prescribed under Section 135 of the Companies Act 2013, read with the rules thereof, are not applicable to the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are annexed as "Annexure B" to the Annual Report.

Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits set out in the said rules.

SECRETARIAL AUDR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. M & AAssociates, a peer reviewed firm of Company Secretaries, to conduct the Secretarial Audit forthe financial year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is appended as Annexure ‘C'which is selfexplanatory. The said Report does not contain any qualification, reservation or adverse remark.

SEES I has come up with an amendment on 13th December 2024 that the Company shall appoint on recommendation oftheBoard,apeerreviewedfirmofCompanySecretaries,asSecretarialAuditoroftheCompanyforthe1sttemnof 5 (five) consecutive years'subject to the approval of its shareholders in its Annual General Meeting.

Now in view of meeting the SEBI requirements the Management recommends to appoint M/s. M& A Associates, Kolkata, a peer reviewed firm of Company Secretaries, as Secretarial Auditor of the Company for the 1 stterm of 5 (five) consecutive years commencing from the F Y 2025-26 till the F Y 2029-30, at a yearly remuneration of Rs. 25,000/- in addition to reimbursement of any out-of-pocket expenses in relation to the same with incremental provisions on each completed year based on mutual discussion by and between parties.

CORPORATE GOVERNANCE

The Company is committed to maintaining the premier standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Reporton Corporate Governance along with such other disclosures as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report

The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance also forms part of this Annual Report

Further, declaration by Mr. Indrajeet Kumar Tiwary, Wholetime Director stating that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management are annexed with this Report

WTD & CFO CERTIFICATION

Certificate from Mr. Indrajeet Kumar Tiwary, Wholetime Director and Mr. Pawan Pareek, Chief Financial Officer, pursuant to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review forms part of this Annual Report

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company.

Your Company has adopted the Risk Management Policy in order to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company's risk management process and to ensure its wide implementation, to ensure systematic and uniform assessment of risks to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at meetings of the Audit Committee of the Company and the same is even referred to the Board of Directors of the Company as and when needed.

STATUTORY DUES

The company has paid all the statutory dues that were accrued during the reporting period. Further, some old statutory dues are still pending which were accrued during the tenure of the old management. The pending dues are mentioned in the other current liability of the balance sheet.

DETAILS OF APPLICATION / PROCEEDING PENDING UNDER THE IBC, 2016

Mittal Polypacks Pvt Ltd., financial creditor of the company filed Company Petition No. C.P. (IB)/37/KB/2022 with the Hon'ble NCLT, Kolkata u/s 9 of the IBC, 2016 for initiation of Corporate Insolvency Resolution Process against the company. The matter is pending before Hon'ble NCLT, Kolkata.

DETAILS OF THE DIFFERENCE BETWEEN OTS AMOUNT AND LOAN AMOUNT

No such settlement has been done during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions on the Directors'Responsibility Statement referred in Section 134(5) of the Companies Act, 2013, your Director's confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewiththeprovisionsofthisActfbrsafeguardingtheassetsofthecompanyandforpreventinganddetecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

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

The Company is committed to provide safe and conducive work environment to its employees and has formulated "Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

FRAUD REPORTING

There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 and to Central Government as per Companies Amendment Act, 2015.

COST AUDITORS

As per the provision of Section 148 of the Companies Act 2013 the Company's cost records for the financial year ended March 31, 2024 are being audited / reviewed by Cost Auditor M/s Som Das & Associates. The Cost Audit Report for the financial year ended March 31,2024 was filed in accordance with Cost Audit (Report) Rule, 2001 within the stipulated time. The audit for the financial year 2024-25 is under process and will be filed within the stipulated time as prescribed under the law. For the Financial Year 2025-26, the Board of Directors of the Company has re-appointed M/s Som Das & Associates, Cost Auditor to audit of the cost records of the company as per the recommendation of the Audit Committee. The remuneration of the cost auditor shall be ratified by the shareholders of the company in the ensuing Annual General Meeting.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates and Company's valued customers and the esteemed Shareholders for the faith they continue to repose in the Company and look forward to their continued support in future.

The Directors also warmly thank all the employees of the Company for their contribution to the company's performance and progress.