Bhilwara Spinners Ltd Directors Report

DIRECTORS REPORT

Dear Members,

The Directors of your Company have pleasure in presenting their 44th Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2025

FINANCIAL RESULTS

		(Rs. in Lakh)
	Year ended 31-03-2025	Year ended 31-03-2024
Turnover	2496.82	940.24
Profit/(Loss) before Depreciation	316.56	211.56
Depreciation	71.9	2.05
Profit/(Loss) before Tax	244.66	209.51
Provision for Income Tax-Current Tax	42.09	35.72
-Deferred Tax	29.51	0.4
Profit /(Loss) after Tax	173.06	173.39
Balance brought forward	1767	1594
Balance carried forward	1940	1767

STATE OF COMPANYS AFFAIR

During the year under review the company has generated total turnover of Rs.2496.82 lakhs as compared to previous financial year which was Rs.940.24 lakhs. The company has achieved net profit of Rs.173.06 lakhs as compared to previous financial year which was Rs.173.39 lakhs.

OPERATIONS

The manufacturing operations of the Company have commenced its ,Commercial production activity start from 27th December 2024 and other continue in the year.

DIVIDEND

Your directors are unable to recommend any Dividend on the Equity Shares in view of the financial position of the Company.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profit, did not transfer any amount to reserve during the year ended on March 31, 2025.

SHARE CAPITAL

There was no Change in Share Capital of the Company during the Financial Year 2024-25.

As on 31st March, 2025, the Authorised Share Capital of the company is Rs. 12,50,00,000 comprising of 1,24,90,000 Equity Shares of Rs. 10 each & 1000 Preference Share of 100 each. The Paid-up equity Share Capital of your Company stood at Rs. 9,05,36,300 comprising of 90,53,630 equity shares of Rs. 10/- each.

During the year under review, therewere:

No Buy Back of Equity Shares No Employee Stock Option Plan was passed No Further public offers

No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis.

Company has neither issued any shares with differential voting rights nor has it granted any Stock Option or Sweat Equity.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSON

Appointment and Resignation:

During the year, no changes have taken place in composition of Board of Directors and Key Managerial Personnel of the Company.

The Designation of Mr. Ashok Kumar Kothari has been changed from Managing Director to Director and the designation of Mr. Anshul Kothari has been changed from Director to Managing director of the company w.e.f 28.05.2024.

Retire By Rotation:

As per provisions of Section 152 (6) the Companies Act 2013 and the Articles of Association of the Company, Mrs. Sushila Kothari (DIN: 00132802) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Key Managerial Personnel:

During the year Mr. Anshul Kothari Managing Director, Mr. Bhopal Singh Choudhary Chief Financial Officer, Ms. Anjali Jain (upto 31.12.2024) & Ms. Ritu Jhamnani (w.e.f 02.01.2025) Company Secretary are the Key managerial Personnel.

The current composition of board is

1.	Name Mr. Anshul Kothari	Designation Managing Director
2.	Mr. Ashok Kumar Kothari	Director
3.	Mrs. Sushila Kothari	Director
4.	Mrs.ChitraNaraniwal	Independent Director
5.	Mr. Himanshu Jhamar	Independent Director
6.	Ms. Shubhangi Janifer	Independent Director

STATUTORY AUDITOR

M/s. ABN & Co. Chartered Accountants, (Firm Registration No. 004447C) Chartered Accountants, was appointed as Statutory Auditors at 39th Annual General Meeting of the Company to hold office for a period of 5 years from the conclusion of 39th Annual General Meeting till the conclusion of 44th Annual General Meeting of the Company.

According, they have conduced Statutory Audit for the 2024- 2025. M/s ABN & Co. (FRN: 004447C), Chartered Accountants have audited the financial statements of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion and do not contain any qualifications, reservations, or adverse remarks on the financial statements, for the Financial Year ended 31st March 2025.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Further, M/s CLB &Associates, Chartered Accountants (Firm Registration No124305W), be and is hereby appointed as Statutory Auditor for a period of 5 (five) years, to hold office from the conclusion of this Annual general Meeting untill the conclusion of the 49th Annual General Meeting of the Company to be held in the year 2030 in place of M/s ABN & Co. Chartered Accountant (FRN-004447C) whose tenure expires at the conclusion of ensuing Annual General Meeting.

The Auditors have Confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules made their under.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board of Directors had appointed M/s. R.K. Jain & Associates, (Member ship No. F4584, Peer Review Certificate No. 1361/2021 valid upto 31.07.2026), Practising Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25 under the provisions of Section 204 of the Companies Act, 2013.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith in Annexure-I. Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2024-25.

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 & Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director at its meeting held on 28.05.2025 appointed, M/s R.K. Jain & Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No.1361/2021, valid upto 31.07.2026) a Peer Reviewed firm of Practising Company Secretary, as the Secretarial Auditors of the Company to conduct secretarial audit for the first term of five consecutive years commencing from financial year 2025-26, subject to approval of shareholders at the ensuing Annual General Meeting.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules 2014,the Board of Director at its meeting held on 28.05.2025, appointed M/s R.S Pokharna and Associates (Firm Registration No.008560C), Chartered Accountants as the internal auditors of the Company for the financial year 2025-2026. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2024-25. Therefore, requirement of cost auditor is not applicable.

DIRECTOR KYC

The MCA as per Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014, mandated Director KYC (DIR-3 KYC) / Web KYC who has been allotted a Director Identification Number (DIN) and whose DIN status is approved on the Ministry of Corporate Affairs within specified time period.

All the Directors of the Company have complied with said requirement.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The Listing fee for the financial year 2025-2026 has been paid by the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your directors in form the Members that your Company is not covered with in the scope of Section 135 of Companies Act 2013and the Rules framed there under. However, your directors endeavor to contribute to such causes as and when deem appropriate.

NUMBER OF BOARD MEETINGS

During the year 2024-25, the Board of Directors met six times on 24.05.2024, 05.08.2024, 06.09.2024, 11.11.2024, 02.01.2025 and 11.02.2025.

The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Boards Report. The frequency and intervening gap between the meetings were within the period prescribed under the Companies Act, 2013.The maximum interval between any two meetings did not exceed 120 days.

ANNUALRETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on www.bhilspin.com, www.bhilwaraspinners.com

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act,2013 and Regulation 19 read with Schedule II Part D of the Listing Regulations, the Board of Directors on the recommendation of Nomination and Remuneration Committee has frameda policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure-II.

DECLARATION BY INDEPENDENT DIRECTOR

In terms of Section 149(6) of the Companies Act, 2013 and Regulation16 of Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations,2015, the Company has received declarations under section 149 (7) of the companies act 2013, from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

ANNUAL EVALUATION BY THE BOARD

A formal evaluation of the performance of the Board, its committees and the individual Directors was carried out for the Financial Year 2024-25 by the Board of Directors, the evaluation was carried out using individual questionnaires. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments, given guarantees, or provided securities during the financial year under review.

The company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes to the Financial Statements.

PARTICULAR OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions entered during the financial year are entered on arms length basis and in the ordinary course of business. During the period under review, the Company had not entered any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of events and Dealing with Related Party Transactions.

The details of Related Party Transactions during Financial year 2024-25 are provided in note no. 27 of financial statements.

The Company has complied with all the applicable provisions of the Companies Act, 2013 and Listing Regulations in this regard. There were no transactions requiring disclosure under Section 134(3) (h) of the Companies Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

There were no Significant and material orders passed by the Regulators or courts during the year.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

Directors review the risks associated with the Company on a regular basis, but considering merger operations of the Company the rewasneg ligible exposure to business risks.

CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015. Pursuant to regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual

Report and form an integral part of the Boards Report. Certificate from the Secretarial Auditors of your Company i.e. M/S R.K. Jain & Associates, Practicing Company Sectaries, regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 form part of Annual Report.

The Company also filed with the Stock Exchanges, the quarterly Integrated Report on Corporate Governance in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

WHISTLE BLOWER POLICY

In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the Listing Regulations and with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism honesty, integrity, and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct, the Company has adopted a Whistle Blower Policy.

INTERNAL CONTROL SYSTEMS

The Company has an internal control system commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and status which automatically translates into Financial and Operational Development of the Company.

The Companys Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to the Board for it s approval.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Annexure- III framing part of the Report.

EMPLOYEES REMUNERATION

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of the employees is annexed as Annexure- IV. Further directors inform the members that pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personals) Rules, 2014, no employee is drawing remuneration in excess of the limits prescribed under the said provision.

HUMAN RESOURCE DEVELOPMENT

Our Company consider its Human Resources as the key to achieve its objective. Keeping this in view, our Company take utmost care to attract and retain quality employees. The Company believes that, by effectively managing and developing human resources, it can achieve its vision, a significant effort has been under taken to develop leadership as well as technical / functional capabilities to meet future talent requirement.

PREVENTION OF INSIDER TRADING

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management Employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due Compliance with the said code of conduct for prevention of Insider trading.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

PUBLIC DEPOSIT

During the period under review your company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014 and there is no outstanding Deposit due for re-payment.

COMMITTEES OF THE BOARD

The Company has constituted Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee.

The composition of the committees has been given in the Corporate Governance Report which is integral part of the Boards Report.

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

There were no material changes and commitments that have affected the financial position of the Company which have occurred during the financial year ended on 31st March, 2025.

DIRECTOR SRESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act. 2013 the Directors state that.

a) In the preparation of the Annual Accounts the applicable Ac counting Standards have been followed and no material depart ures have been made from the same

b) Appropriate Accounting Policies have been selected and applied consistently and they have 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 on 31st March. 2025 and of the Profit and Loss of Company for the year end ed on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) Proper internal financial controls were in place and that financial controls were adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and we read equate and operating effectively.

DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the guidelines of Accounting Standards/IND-AS laid down by the institute of Chartered Accountant of India in preparation of financial statement

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review :

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

iii. The Company does not have any Holding, Subsidiary, Joint venture, or Associate Company during the year 2024-25.

iv. There is no change in the nature of business of the Company.

v. There were no frauds found which have been reported to the Audit Committee/Board members as well as to the Central Government.

vi. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ACKNOWLEDGEMENTS

Your directors acknowledge the support and assistance extended by the stakeholders bankers, Central Government & State Government including various other authorities. The Board also takes this Opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

	for and on behalf of the Board s/d-
Place : Bhilwara	Anshul Kothari
Date : 28.05.2025	Chairperson & Managing
	Director DIN: 02624500