Bharat Textiles & Proofing Industries Ltd Directors Report

To,

The Members,

BHARAT TEXTILES AND PROOFING INDUSTRIES LIMITED

In compliance with the applicable provisions of the Companies Act, 2013 ( the Act ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR ), this Board s Report is prepared based on the standalone financial statements of the Company for the year under review.

The Directors are pleased to present the Thirty sixth Annual Report and the Audited Financial Statements for the year ended 31st March 2026:

[The amounts appearing in the report have been rounded off to Lakhs except No. of shares and EPS in accordance with the Financial Statements]

FINANCIAL RESULTS:

(Rs. In Lakhs)

PARTICULARS	2025-26	2024-25
Total Revenue from Operations	1,929.86	1,631.99
Other Income	120.33	39.22
Total Income	2,050.19	1,671.21
Total Expenditure	1,986.25	1,659.79
Profit before Exceptional Items and Tax	63.94	11.42
Add (Less): Exceptional Items	-	-
Profit before Tax	63.94	11.42
Total Tax Expense	30.81	(14.83)
Profit after Tax	33.13	26.25
Earnings per Share (Basic) (in )	0.57	0.45
Earnings per Share (Diluted) (in )	0.57	0.45

ACCOUNTING TREATMENT

The Audited Standalone Financial Statements of the Company, prepared in accordance with Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and the Indian Accounting Standards (Ind AS), along with the Auditor s Report, form an integral part of this Annual Report.

COMPANY S PERFORMANCE AND STATE OF AFFAIRS :

COMPANY S PERFORMANCE

On a standalone basis, the revenue from operations for FY 2025-26 was 1,929.86 lakhs , higher by 18.26% over the previous year s revenue from operations of 1,631.99 lakhs . The profit for the year for FY 2025-26 was 33.13 lakhs , registering a growth of 26.21% over the profit for the year of 26.25 lakhs in FY 2024-25.

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

BUSINESS OPERATIONS

The Company is engaged in the business of manufacturing and supplying a wide range of canvas fabrics, digital printable fabrics and PVC-coated tarpaulins. The Company offers a diversified range of products including truck covers, grey cotton canvas/duck, polyester-cotton and 100% polyester canvas, chemically processed canvas, waterproof and rot-proofed canvas, fire-retardant canvas, digital printable fabrics and PVC-coated tarpaulins. The Company continues to focus on maintaining consistent product quality, strengthening customer relationships and providing reliable products and services to meet the evolving requirements of its customers.

The Company did not undergo any change in the nature of its business during FY 2025-26.

FUTURE OUTLOOK

The Company remains focused on strengthening its position in the canvas and coated fabric industry by expanding its product range, improving product quality and enhancing customer service. The Company intends to leverage opportunities arising from increasing demand for canvas fabrics, digital printable fabrics and PVC-coated tarpaulins, both in domestic and export markets.

Going forward, the Company will continue to focus on operational efficiency, product development, customer retention and exploring new market opportunities to achieve sustainable growth and enhance value for its stakeholders.

DECLARATION OF DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances have decided that it would be prudent, not to recommend any Dividend on equity shares of the Company for the financial year ended on 31st March 2026.

TRANSFER TO RESERVES

Your Company has not transferred any amount to any reserve during the financial year 2025-26. After careful consideration of the Companys future expansion plans and working capital requirements, the Board of Directors decided to retain the entire profit

CAPITAL STRUCTURE

AUTHORISED SHARE CAPITAL

There was no change in the Authorised Share Capital of the Company during the year under review. It continues to stand at Rupees 12,00,00,000 Divided into 1,20,00,000 Equity Shares of Rs. 10/- each.

ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, stand at Rs. 585.714/- lakhs Representing 58,57,140 equity shares of Rs. 10/- each. There was no change in the Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued or allotted any shares nor bought back any securities during the financial year.

DEPOSITS:

The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on 31st March, 2026, there were no deposits which were unpaid or unclaimed and due for repayment. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company hereby confirms that there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statement relates and the date of this Report.

This steadiness reflects the Company s sound financial management and practices, strategic foresight and prudent decision-making. Accordingly, no additional disclosures or specific details are required at this stage. The Company s continued financial position underscores its commitment to effective governance, disciplined execution, sound decision making and a stable and secure financial trajectory enabling stakeholders to remain confident in its ability to sustain stability and pursue its long-term growth objectives.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management s Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations ) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the Amended Listing Regulations ), is presented in a separate section forming part of the Annual Report ( Attached in the Annexure A )

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2026 and of the profit & loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MANAGEMENT:

A) Composition of Board of Directors

The Board of Directors of the Company comprises individuals of proven integrity and competence. Collectively, the Directors bring with them diverse experience, financial expertise, strategic foresight, and leadership capabilities. The Board members are committed to the Company s growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.

As of the reporting date, the Board comprises six (6) Directors. The composition and category of Directors are provided below:

S. No. Name and DIN	Designation/ Category	Date of appointment	Date of cessation & Mode of Cessation
1. AJEET BHANDARI KUMAR (DIN: 01023609)	Managing Director and Promoter	21/12/1990	NA
2. ANIL BHANDARI (DIN: 02722372)	Whole-time director and Promoter	15/04/2002	NA
3. VEENA BHANDARI (DIN: 08710531)	Non-Executive and Professional Director	12/03/2020	NA
4. KRISHNA KUMAR BHANDARI (DIN: 05309897)	Whole-time director and Executive Professional Director	14/02/2020	NA
5. SIVARAMAN UTHAYAKUMAR (DIN: 07903617)	Non-Executive, Independent Director	10/08/2017	NA
6. JANARTHANAM UDAYAKUMAR (DIN: 08203611)	Non-Executive, Independent Director	21/08/2018	NA

There were no changes in the composition of board of directors of the Company during F.Y. 2025-26.

B. Retirement by Rotation & Re-Appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. KRISHNA KUMARBHANDARI (DIN: 05309897) Director of the Company, whose period of office is liable to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. She is eligible, for re-appointment has offered herself for re-appointment. The Board recommends her re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider her reappointment on the board.

C. Independent Directors

As on March 31, 2026, the Company has two Independent Directors:

Mr. Sivaraman Uthayakumar

Mr. Janarthanam Udayakumar

These Independent Directors bring with them rich experience and independent judgement, contributing significantly to the governance framework of the Company.

D. WOMEN DIRECTOR

Pursuant to the provisions of section 149 of the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company is required to be constituted with at least one women director and accordingly, The Company has one women director on its Board:

Ms. Veena Bhandari- Director

Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on March 24 th , 2026, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.

The meeting reviewed:

Performance of Non-Independent Directors and the Board as a whole,

Performance of the Chairperson,

Quality, quantity, and timeliness of information flow between the management and the Board. All Independent Directors attended the meeting. The composition of the meeting was as follows:

Name	Position	Category
Mr. Sivaraman Uthayakumar	Chairman	Non-Executive Independent Director
Mr. Janarthanam Udayakumar	Member	Non-Executive Independent Director

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

E. KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Key Managerial Personnel of the Company include:

Mr. Ajeet Bhandari Kumar Managing Director

Mr. Anil Bhandari Chief Financial Officer & Whole-time Director

Mr. Krishna Kumar Bhandari Whole-time Director

Mr. Shiv Ratan Jhawar Company Secretary

There have been no changes in key managerial personnel during the period under review.

After the closure of financial year Mr. Shiv Ratan Jhawar resigned from position of Company Secretary with effect from 01/07/2026.

MEETINGS:

A. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Company s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the Financial Year 2025-2026, the Company held 8 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings. The details of these Board meetings are as follows.

S. No. Date of Board Meeting	No. of Directors entitled to attend	No. of Directors present
1. 29.05.2025	6	6
2. 13.08.2025	6	6
3. 06.09.2025	6	6
4. 09.09.2025	6	6
5. 12.11.2025	6	6
6. 14.11.2025	6	6
7. 10.12.2025	6	6
8. 12.02.2025	6	6

The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:

Name of Director	DIN	Category of Directors hip	No. of Board Meeting Entail ed to attended	No. of Board Meetings attended	Attendance at the last AGM
AJEET BHANDARI KUMAR	01023609	Managing Director	8	8	Yes
ANIL BHANDARI	02722372	Whole- time Director	8	8	Yes
VEENA BHANDARI	08710531	Director	8	8	No
KRISHNA KUMARBHANDA RI	05309897	Whole- time Director	8	8	Yes
SIVARAMANUT HAYAKUMAR	07903617	Independent Director	8	8	No
JANARTHANAM UDAYAKUMAR	08203611	Independent Director	8	8	Yes

B. GENERAL MEETINGS:

Following are the details of the general meetings of shareholders held during the financial year 2025-2026: -

Type of Meeting	Date
(Annual/ Extra- Ordinary)
Annual General Meeting	30.09.2025

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2026 and presently the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees and Stakeholders Relationship Committee. The constitution of which are given below:

AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

S. No. Member \u2019 s Name	Designation
1. SIVARAMAN UTHAYAKUMAR	Chairman
2. JANARTHANAM UDAYAKUMAR	Member
3. VEENA BHANDARI	Member

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

S. No. Date of Meeting	Name of Members/ Directors
	SIVARAMAN UTHAYAKUMAR - CHAIRMAN	JANARTHANAM UDAYAKUMAR - MEMBER	VEENA BHANDARI - MEMBER
1. 29.05.2025	\u221a	\u221a	\u221a
2. 13.08.2025	\u221a	\u221a	\u221a
3. 06.09.2025	\u221a	\u221a	\u221a
4. 14.11.2025	\u221a	\u221a	\u221a
5. 12.02.2026	\u221a	\u221a	\u221a

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee covers all matters specified in Section 178 of the Companies Act, 2013 and rules made thereunder .The committee oversees formation of criteria for determining qualifications, positive attributes and independence of a director

The Committee ensures evaluations of Director s performance and recommends to the Board, their appointment/removal based on his/her performance and other matters related to remuneration for Directors, Key Managerial Personnel and Senior Management etc.

The Nomination and Remuneration Committee consists of the following members:

S. No. Member \u2019 s Name	Designation
1. JANARTHANAM UDAYAKUMAR	Chairman
2. SIVARAMAN UTHAYAKUMAR	Member
3. VEENA BHANDARI	Member

During the year under review, the Nomination and Remuneration Committee met 01 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

S. No. Date of Meeting	Name of Members/ Directors
	JANARTHANAM UDAYAKUMAR - CHAIRMAN	SIVARAMAN UTHAYAKUMAR - MEMBER	VEENA BHANDARI MEMBER
1. 06.09.2025	\u221a	\u221a	\u221a

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

This Committee has been constituted as a good corporate governance practice for taking care of the grievances of all the stakeholders such as shareholders.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company follows the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online Redressal of all the shareholders complaints.

The Stakeholders Relationship Committee consists of the following members:

S. No. Member \u2019 s Name	Designation
1. JANARTHANAM UDAYAKUMAR	Chairman
2. SIVARAMAN UTHAYAKUMAR	Member
3. VEENA BHANDARI	Member

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

S. No. Date of Meeting	Name of Members/ Directors
	JANARTHANAM UDAYAKUMAR CHAIRMAN	SIVARAMAN UTHAYAKUMAR - MEMBER	VEENA BHANDARI - MEMBER
1. 06.09.2025	\u221a	\u221a	\u221a
2. 17.03.2026	\u221a	\u221a	\u221a

CSR COMMITTEE :

The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence, Your Company is not required to constitute a Corporate Social Responsibility ( CSR ) Committee.

ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26.

RISK MANAGEMENT COMMITTEE :

Pursuant to Regulation 21 of the Securities and Exchange Board of India (listing Obligations andDisclosure Requirements) 2015 the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 2025-26. Therefore, constitution of Risk Management Committee is not applicable to the Company.

VIGIL MECHANISM/WHISTLEBLOWER POLICY :

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time.

Vigil Mechanism/Whistle Blower Policy is available on the website of the company at https://bharatcanvas.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has given loan to any person or other body corporate, gave guarantee or provided security in connection with a loan to any other body corporate or person and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate as required under the Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. as detailed of the same has been disclose in the Note no.11 of the financial statement of the company.

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

Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure- B

EXTRACT OF ANNUAL RETURN :

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 is hosted on the Companys website viz. https://bharatcanvas.com/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In compliance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( MR Rules ), the prescribed disclosures, including the ratio of the remuneration of each Director to the median remuneration of employees and other pertinent details, are provided in Annexure C to this Report.

There is no employee receiving remuneration in excess of limits prescribed in sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026.

Male Employees: 32

Female Employees: 2

Transgender Employees: NIL

This disclosure reinforces the Company s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions, those were entered into during the Financial Year under review, were on an arm s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained wherever required for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- D in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, our Company is not required to constitute a Corporate Social Responsibility ( CSR ) Committee.

The Company was not required to constitute Corporate Social Responsibility committee under the section 135 of Companies Act, 2015.

RISK MANAGEMENT:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

INTERNAL CONTROL SYSTEM :

Bharat Textiles & Proofing Industries Limited internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has instituted a robust internal control framework designed to ensure operational efficiency, safeguard its assets, maintain compliance with applicable laws and regulations and ensure the reliability of financial reporting. The internal control systems are continually reviewed, strengthened and upgraded in line with the evolving scale and complexity of operations.

The Internal Audit function operates independently and regularly assesses the adequacy and effectiveness of the internal controls across all functions and geographies. These audit reports are reviewed periodically by the Audit Committee, which monitors the implementation of audit recommendations and corrective actions. The Committee also holds regular discussions with both internal and statutory auditors to evaluate and reinforce the integrity of the internal control environment.

Pursuant to the evaluation under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Audit Committee confirmed that the Company s Internal Financial Controls were adequate and functioning effectively as of 31st March, 2026.

Further, the Company s Statutory Auditors, DIYALI B AND ASSOCIATES, have audited the financial statements and provided their opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting as per the requirements of Section 143 of the Companies Act, 2013

BOARD S OPINION ON THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT

DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is well-equipped to navigate complex business challenges and drive the Companys long-term success.

In conclusion, the Board is confident that the independent directors appointed during the year will continue to make meaningful contributions to the Company s growth, governance, and overall success.

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

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held on Tuesday 24 th March, 2026 during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

Familiarization / Orientation program for Independent Directors :

The Independent Directors attend a Familiarization / Orientation Program upon their induction on the Board. Further, various programmes are conducted from time to time for the benefit of the Independent Directors to provide them with updates on regulatory developments, industry developments and other significant matters relevant to their role and responsibilities. matters relevant to their role and responsibilities. However, the disclosure relating to the Familiarization Programme for Independent Directors is not applicable to the Company, as the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company, considering the exemption available based on the prescribed thresholds of paid-up equity share capital and net worth.

AUDITORS & AUDITOR S REPORT:

STATUTORY AUDITORS

M/s DIYALI B AND ASSOCIATES , Chartered Accountants (Firm Registration No 017740S) were appointed as the Statutory auditors of the company in Annual General Meeting held on 26th September, 2023 for a period of 5 years i.e, until the conclusion of the Annual General Meeting to be held in the financial year 2027-28.

AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

The Statutory Auditors have reported that the dues in respect of Income Tax amounting to 89,82,010/- relating to Assessment Year 2015-16 have not been deposited on account of a dispute pending before the Commissioner of Income Tax (Appeals) . The matter has been appropriately disclosed in the financial statements.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143 (12) of the Act.

DIRECTOR S OBSERVATION:

The Company has noted the observation. The matter is under dispute before the Commissioner of Income Tax (Appeals), and the Company will take appropriate steps to resolve the matter in accordance with law.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records has not been specified by the Central Government under the said section for the business activities carried out by the Company.

Hence, provision of appointment of Cost Auditors & maintenance cost records is not applicable to the Company.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors, at its meeting held on 24th March, 2025 , had appointed M/s. AKSHAY GAURAV & CO., Chartered Accountants , as the Internal Auditor of the Company for a period of two financial years, i.e. FY 2024-25 and FY 2025-26 , at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Internal Auditor.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors, at its meeting held on 12th February, 2026 , had appointed M/s. Jain Sonesh & Associates, Practicing Company Secretaries , as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2025-26 .

Subsequently, M/s. Jain Sonesh & Associates, Practicing Company Secretaries , resigned from the office of Secretarial Auditor on 7th July, 2026 due to professional and administrative reasons.

Thereafter, the Board of Directors, at its meeting held on 4th August, 2026 , approved the appointment of M/s. G & J Associates, Practicing Company Secretaries (Firm Registration No.: P2023RJ097600) as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2025-26 .

The Secretarial Audit Report issued by M/s. G & J Associates, Practicing Company Secretaries , for the financial year 2025-26 is annexed to this Board s Report as Annexure-E .

The report contains certain observations relating to statutory and regulatory compliances, which are summarised as under:

Sr. No. Auditors \u2019 qualifications, reservations or adverse remarks or disclaimer in the Auditors \u2019 Report	Board \u2019 s comments on qualifications, reservations or adverse remarks or disclaimer of the Auditors
1. The Company has not paid the Annual Listing Fees (ALF) payable to BSE Limited for the financial years 2020-21, 2021-22, 2022-23, 2023-24, 2024-25 and 2025-26, resulting in outstanding Annual Listing Fees for the aforesaid financial years.	The Company has taken note of the outstanding Annual Listing Fees payable to BSE Limited for the aforesaid financial years. The Company is taking necessary steps towards settlement of the outstanding dues and completion of the requisite formalities with the Stock Exchange.
2. The Company has not maintained its website in compliance with the requirements of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The website of the Company is not properly maintained/does not contain all the information and disclosures required to be hosted thereon under the said Regulation.	The Company has taken note of the observation regarding compliance with Regulation 46 of the SEBI LODR Regulations, 2015. Necessary measures are being undertaken to ensure that the Companys website is appropriately maintained and that all requisite information and disclosures are made available in accordance with the applicable regulatory requirements.
3. The Independent Directors of the Company have not registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), as required under Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, resulting in consequential non- compliances under the applicable provisions.	The Company has noted the observation relating to registration of Independent Directors with the Independent Directors Databank maintained by IICA. The Company is taking necessary steps to facilitate compliance with the requirements of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with the consequential compliance requirements, along with the consequential compliance requirements.
4. The Company has not ensured 100% dematerialisation of the shareholding held by the Promoter(s) and Promoter Group, as required under Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company has taken note of the observation regarding 100% dematerialisation of the shareholding held by the Promoter(s) and Promoter Group. The Company is coordinating with the concerned shareholders and the Registrar and Transfer Agent to facilitate completion of the dematerialisation process and ensure compliance with Regulation 31(2) of the SEBI LODR Regulations, 2015.
5. The Company has not maintained the Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has not maintained an adequate and effective system for recording the details of Unpublished Price Sensitive Information (UPSI), persons with whom such UPSI is shared, and the requisite time-stamped and non-tamperable records with appropriate internal controls and audit trail.	The Company has taken note of the observation regarding maintenance of the Structured Digital Database under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has already commenced maintaining the Structured Digital Database in accordance with the applicable regulatory requirements and has implemented appropriate systems and internal controls for recording and preservation of information relating to Unpublished Price Sensitive Information, including details of persons with whom such information is shared, along with requisite time- stamped records and audit trail.
6. The Company has not complied with the prescribed timeline for disclosure of the outcome of the Board Meetings wherein the financial results of the Company were considered and approved. The details of the instances of delay are as follows:	The Company has taken note of the instances of delay in submission of certain Board Meeting outcomes to the Stock Exchange. The Management has strengthened its internal monitoring and compliance mechanism to ensure adherence to the prescribed disclosure timelines. The Company shall exercise due diligence to ensure that the outcomes of Board Meetings are disclosed to the Stock Exchange within the timelines prescribed under the SEBI LODR Regulations, 2015.
Board Meeting held on 29th May, 2026: The said Board Meeting concluded at 4:30 P.M., whereas the outcome of the meeting was submitted to the Stock Exchange at 6:22 P.M., resulting in a delay of approximately 1 hour and 52 minutes beyond the prescribed timeline of 30 minutes from the closure of the meeting.
Board Meeting held on 13th August, 2025: The said Board Meeting concluded at 4:30 P.M., whereas the outcome of the meeting was submitted to BSE Limited at 5:16 P.M., resulting in a delay of approximately 46 minutes beyond the prescribed timeline of 30 minutes from the closure of the meeting.
Board Meeting held on 14th November, 2025: The said Board Meeting concluded at 4:30 P.M., whereas the outcome of the meeting was submitted to BSE Limited at 5:09 P.M., resulting in a delay of approximately 9 minutes beyond the prescribed timeline of 30 minutes from the closure of the meeting.
Accordingly, the Company has not complied with the prescribed timeline under Regulation 30 read with Schedule III of the SEBI LODR Regulations, 2015. The Company is advised to ensure timely disclosure of the outcome of Board Meetings to the Stock Exchange within the prescribed timelines in future.
7. The Annual General Meeting of the Company was held on 30th September, 2025. However, the voting results along with the Scrutiniser \u2019 s Report were submitted to the Stock Exchange on 3rd October, 2025, instead of within two working days from the conclusion of the Annual General Meeting, resulting in non-compliance with the applicable provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company has taken note of the observation and shall ensure timely submission of voting results along with the Scrutiniser \u2019 s Report within the prescribed timelines in future.
8. The Company has not uploaded the newspaper publication of the financial results for the respective quarter(s) on the website of BSE Limited, as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, resulting in non- compliance with the applicable provisions.	The Board took note that the Company had duly published the financial results in the newspapers; however, the same were not uploaded on the website of BSE Limited. The Company shall ensure timely uploading of the newspaper publications on the website of BSE Limited and compliance with the applicable provisions of Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in future.
9. The Company has generally complied with the provisions relating to closure of the Trading Window as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct adopted by the Company. However, in respect of the quarter ended 30 September 2025 , the Trading Window closure intimation in connection with the declaration of financial results was filed after the end of the relevant quarter, resulting in non- compliance with the applicable provisions. Further, the XBRL filing of the financial results for the quarter ended 30 September 2025 has not been made by the Company. The Company has complied with the prescribed requirements for the remaining quarters under review	The Board took note that the Company has generally complied with the requirements relating to closure of the Trading Window. However, in respect of the quarter ended 30 September 2025, the Trading Window closure intimation was filed after the end of the relevant quarter and the financial results were not filed in XBRL format. The Company shall ensure timely compliance with the applicable provisions and filing requirements in future.
10. As per Clause 4 of Schedule B read with Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the applicable SEBI circulars relating to restriction of trading by Designated Persons, the PANs of the Promoter, Promoter Group, Designated Persons and their Immediate Relatives, as applicable, were required to be frozen during the trading window closure period in connection with the declaration of the financial results for the All the quarters. It was observed that the PANs were not frozen for the prescribed period, resulting in non-compliance with the applicable provisions.	The Board took note of the non- compliance relating to freezing of PANs of the Promoter, Promoter Group, Designated Persons and their Immediate Relatives during the trading window closure period. The Company shall ensure that the PANs are duly frozen for the prescribed period in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and applicable SEBI circulars, in future.
11. The Company had borrowed funds in excess of the borrowing limits prescribed under Section 180(1)(c) of the Companies Act, 2013, without obtaining the prior approval of the shareholders by way of a Special Resolution. Subsequently, upon exceeding the prescribed borrowing limits, the Company obtained the approval of the shareholders by way of Special Resolution dated 30 September 2025.	The Board noted that the Company had exceeded the borrowing limits prescribed under Section 180(1)(c) during the year without prior shareholders \u2019 approval. The same was subsequently regularised by obtaining shareholders \u2019 approval through Special Resolution dated 30 September 2025.
12. The Company has not complied with the requirements relating to filing of prior intimation of Board Meetings in XBRL mode as prescribed under Regulation 29(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable requirements of the Stock Exchange(s). The prior intimation in respect of the Board Meeting held on 29 May 2025, for consideration of the financial results for the quarter/year ended 31 March 2025, and the Board Meeting held on 14 November 2025, for consideration of the financial results for the quarter ended 30 September 2025, was not filed in XBRL mode, resulting in non-compliance with the applicable provisions.	The Board took note that the prior intimation of the Board Meetings held on 29 May 2025 and 14 November 2025 was not filed in XBRL mode as required under the applicable provisions. The Company shall ensure timely filing of prior intimations in the prescribed XBRL mode and compliance with the applicable requirements in future.
13. The Company has not filed the XBRL form in respect of the Notice of the Annual General Meeting (AGM) within the prescribed time, resulting in non- compliance with the applicable provisions.	The Board took note that the XBRL filing in respect of the Notice of the Annual General Meeting was not made within the prescribed time. The Company shall ensure timely filing of the Notice of the AGM in the prescribed XBRL mode and compliance with the applicable requirements in future.
14. The Company has delayed the filing of the financial results in XBRL format for the quarter/year ended 31 March 2025. The financial results were approved by the Board of Directors at its meeting held on 29 May 2025, whereas the XBRL filing was made on 30 May 2025, resulting in a delay of one day. Accordingly, the Company has not complied with the applicable provisions of Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable requirements prescribed by the Stock Exchange(s) for filing of financial results in XBRL format.	The Board took note that the XBRL filing of the financial results for the quarter/year ended 31 March 2025 was made with a delay of one day. The Company shall ensure timely filing of financial results in the prescribed XBRL mode and compliance with the applicable provisions and Stock Exchange requirements in future.
15. The Company has not complied with the requirements relating to Structured Digital Database ( \u201c SDD \u201d ) under Regulation 3(5) and Regulation 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Further, being non- compliant with the SDD requirements, the Company was required to submit the SDD Compliance Certificate on a quarterly basis, as prescribed under the applicable Stock Exchange circulars/SOP. However, the Company has not submitted the requisite quarterly SDD Compliance Certificates, resulting in non-compliance with the applicable provisions and requirements	The Board took note of the non- compliance relating to the Structured Digital Database ( \u201c SDD \u201d ) requirements and non-submission of the requisite quarterly SDD Compliance Certificates. The Company shall ensure maintenance of the SDD in compliance with the applicable provisions and timely submission of the quarterly SDD Compliance Certificates, as required, in future.
16. The Company has not complied with the requirements relating to disclosure of change in Auditor under Regulation 30 read with Para A(7) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment of the Secretarial Auditor made on 12 February 2026 was not filed with the Stock Exchange(s) in the prescribed XBRL format, resulting in non-compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015 and the applicable XBRL filing requirements of the Stock Exchange(s).	The Board took note that the disclosure regarding the appointment of the Secretarial Auditor made on 12 February 2026 was not filed with the Stock Exchange(s) in the prescribed XBRL format. The Company shall ensure timely filing of such disclosures in the prescribed XBRL mode and compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015 and Stock Exchange requirements in future.
17. The Company, at its Annual General Meeting held on 30 September 2024, approved the sale of its factory and land situated at Tada and authorised the Board of Directors to complete the said sale. The said factory and land were subsequently sold in 2025-26. However, the Company did not make the requisite disclosure/intimation to the Stock Exchange(s) in respect of the sale/disposal, as required under Regulation 30 read with Para A (1) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, resulting in non-compliance with the applicable provisions.	The Company submitted that the proposed sale of the factory and land situated at Tada had already been placed before and approved by the members at the Annual General Meeting held on 30 September 2024, wherein the Board of Directors was authorised to complete the sale. Accordingly, the Company was of the view that the proposed sale had already been disclosed to and approved by the shareholders and, therefore, no separate subsequent intimation to the Stock Exchange(s) was considered necessary at the time of completion of the sale in 2025-26.

Except as stated above, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2025-26.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTI NG THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

There were no significant and material orders passed by any Regulators or Courts or Tribunals, during the financial year 2025-26 that would, in any way, impact or jeopardize the going concern status of the Company or adversely affect its future operations. This reflects Company s strong regulatory standing, ensuring continued stability and business growth.

CORPORATE GOVERNANCE CERTIFICATE:

The Company is committed to maintaining the highest standards of corporate governance and adheres to sound corporate governance practices in the conduct of its business and affairs.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to the Company during the financial year 2025-26.

Accordingly, the Corporate Governance Report for the financial year ended March 31, 2026, is not required to be disclosed.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Act, the Company has diligently adhered to all the applicable Secretarial Standards, issued by the ICSI, including any subsequent amendments, during the year under review. Such compliance reflects the Company s commitment to robust corporate governance, transparency and regulatory compliance, emphasizing its dedication to ethical business practices and accountability.

LISTING

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The Company has not paid the annual listing fees for the Financial Year 2020-2021,2021-2022, 2022-2023, 2023-24, 2024-25 and 2025-26.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Code of conduct for prevention of Insider Trading in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company.

The code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company s shares.

INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.

The Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There are no pending complaints on the SCORES as of March 31, 2026.

REGISTRAR AND SHARE TRANSFER AGENT

The Company is required to appoint a Registrar and Share Transfer Agent.

The Company has appointed CAMEO CORPORATE SERVICES LIMITED as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.

POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANY ONE-TIME SETTLEMENT :

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

CAUTIONARY STATEMENT

The Management Discussion and Analysis Report contain statements regarding the Company s objectives, projections, estimates, expectations or predictions, which may be considered as forward-looking statements according to the applicable laws and regulations.

These statements are based on certain assumptions and expectations of future events, and actual results may differ significantly from those expressed or implied in these statements. The Company undertakes no obligation to publicly update, amend, modify, or revise any forward-looking statements, whether due to subsequent developments, new information, events or any other reason.

ACKNOWLEDGEMENT

The Board extends its profound gratitude to the Central Government, various State Governments, relevant statutory and regulatory authorities, and the Stock Exchanges for their consistent guidance, support and continued cooperation. We also express our sincere appreciation to our Financial Institutions and Banks, whose collaboration has empowered the Company to navigate challenges and seize growth opportunities within a dynamic market and competitive environment.

Our success is a testament to the collective brilliance of our people. The Board places on record its heartfelt appreciation for our dedicated employees, whose relentless pursuit of excellence, innovative spirit and unwavering commitment to the Company s mission drive the achievement of our business objectives. It is the collective effort, hard work, loyalty and passion of our employees that has enabled us to consistently deliver superior results and maintain a strong market position.

The Board further acknowledges the steadfast support of our shareholders and investors, as well as the vital contributions of our suppliers, distributors, retailers, individual director and auditors. Your trust and collaboration have been indispensable in realizing our strategic objectives, and we are deeply grateful for the shared commitment to our mutual and sustained success.

We remain dedicated to our journey of responsible growth, ensuring that our pursuit of excellence is balanced with our commitment to environmental stewardship and the well-being of the communities in which we operate.

By order of the Board

For Bharat Textiles & Proofing Industries Limited

Sd/-	Sd/-
Ajeet Kumar Bhandari	Anil Bhandari
Managing Director	Whole-time director
DIN: 01023609	DIN: 02722372
Place: Chennai
Date: 01/09/2026