Bhilwara Technical Textiles Ltd Directors Report

To the members

Your Directors are pleased to present the Eighteenth (18th) Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors Reports for the financial year ended 31st March 2025.

1. Financial Results

The Financial performance of the Company for the year ended 31st March, 2025 is summarized below:

2. Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year, along with details regarding the meetings attended by the Directors, forms part of the Corporate Governance Report. The composition of the Board and its Committees has also been given in detail in Corporate Governance Report.

3. Dividend and Other Appropriations

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

4. Operational Information

Your Directors are pleased to inform the members that during the year under review, despite unprecedented challenges posed by sluggish market conditions and global economic stagnation across both domestic and international markets, your Company recorded reasonably good performance. While sales witnessed a decline, the Company was able to maintain its profitability through prudent management and operational efficiency. In light of continued uncertainties in the business environment, the Board is closely monitoring developments and undertaking appropriate measures to enhance performance.

During the year ended 31st March, 2025, your Company earned revenue from operations of H819.50 lakhs as against H1437.07 lakhs in the previous year ended 31st March, 2024 and a net profit after tax of H87.22 lakhs as against H132.10 lakhs in the previous year.

Your Company aims to scale up its business operations by strengthening its presence in both export and domestic markets. With a focus on diversifying its product portfolio and exploring new growth opportunities, the Company is optimistic about achieving improved turnover and enhanced profitability in the coming years.

5. Corporate Social Responsibility

Your Directors inform the members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the rules framed thereunder. However, your Directors endeavour to contribute to such causes as and when they deem appropriate at any instance.

6. Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2024-25 is available on the website of the Company at https://bttl.co.in/annualfireturn.html

7. Directors and Key Managerial Personnel

The Board of Directors of your Company comprises Six (6) Directors, of which one (1) is a Chairman & Managing Director and CEO, two (2) Non-Independent & Non-Executive Directors and three (3) Directors are Non-Executive & Independent Directors.

Pursuant to provisions of Section 152 of the Companies Act, 2013, Shri Shekhar Agarwal (DIN: 00066113), is liable to retire by rotation and being eligible offers himself for reappointment at the 18th Annual General Meeting of your Company.

Your Directors further inform the members that pursuant to the provisions of Section 149(7) of the Companies Act, 2013, a declaration was received from the Independent Directors at the beginning of the financial year stating that the criteria of independence have been met as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) and 25 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

During the year under review, Shri Avinav Sharma resigned from the position of Company Secretary and Chief Financial Officer with effect from 3rd April, 2024. The Board in its meeting held on 20th May, 2024, appointed Shri Avnish Maurya as Company Secretary and Chief Financial Officer of the Company with immediate effect.

During the year under review, Smt. Archana Capoor(DIN:01204170) was appointed as Independent Director with effect from 14th February, 2025 initially for a term of five years and her appointment was approved by the members of the Company through postal ballot on 27th March, 2025 by Special Resolution.

During the year under review, Smt. Sunita Mathur (DIN:00008923) had completed her tenure towards second term and consequently ceased to be an Independent Director of the Company with effect from close of business hours on 26th March, 2025.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO and Shri Avnish Maurya, Company Secretary & Chief Financial Officer are the Key Managerial Personnel of the Company as on 31st March, 2025.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and Remuneration Policy was framed for the appointment of Directors, Key Managerial Personnel and Senior Management and for fixation of their remuneration. The Nomination and Remuneration Policy of the Company is annexed as Annexure I and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well your Directors endeavour to follow the policy and all appointments at Board and Senior Management are considered at the meeting of the Committee and the Board.

9. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its committees and individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of this Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programs.

10. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

11. Particulars of Contracts or Arrangements with Related Parties

During the year under review, related party transactions were entered on an arms length basis at prevailing market price and in the ordinary course of business. Your Directors draw attention of Members to note no. 33 to the financial statement which contain particulars of transactions with related parties as per applicable provisions of Companies Act, 2013. Further, prior approvals from the Audit Committee are obtained for the transactions which are repetitive and normal in nature. The disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

12. Maintenance of Cost Records

The Company is not required to maintain cost records under Sub- Section (1) of Section 148 of the Companies Act 2013.

13. Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year under review.

Statutory Auditor

M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No. 000561N) were re - appointed as Statutory Auditors of the Company for the second term of five consecutive years, commencing from the conclusion of 15th Annual General Meeting (‘AGM) held on 31st August, 2022 till the conclusion of 20th AGM of the Company to be held in the year 2027. M/s. Doogar & Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report any matter under Section 143(12) of the Companies Act, 2013; therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Arvind Kaul & Associates, Chartered Accountants as the Internal Auditor of the Company for the financial year 2024-25.

The role of internal auditor includes but is not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensuring its proper implementation, reviewing of SOPs and their amendments, if any.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manisha Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the year ended 31st March, 2025. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure – II and forms part of this report.

Further, pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Manisha Gupta & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: 3290/2023) as Secretarial Auditors of the Company for a term of upto 5 (five) consecutive years to hold office from the conclusion of ensuing 18th Annual General Meeting ("AGM") till the conclusion of 23rd Annual General Meeting of the Company to be held in the year 2030, for approval of the members at ensuing AGM of the Company. Brief profile and other details of M/s. Manisha Gupta & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of 18th AGM.

M/s. Manisha Gupta & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Companies Act, 2013 & Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Risk Management

Effective risk management is essential and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to changing environment. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns etc. Pursuant to the policy, your Directors periodically review the risks associated with the business.

16. Corporate Governance

The provisions related to Corporate Governance, as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company as its paid up share capital and net-worth are below the stipulated thresholds of H10 Crore and H25 Crore respectively. However, your Company is committed towards good Corporate Governance Practices and a Corporate Governance Report is annexed to this report, on voluntary basis.

17. Vigil Mechanism / Whistle Blower Policy

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees, who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Code of Conduct, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company at https://bttl.co.in/wb_policy_new.pdf

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

19. Internal Control Systems

Your Company has a well-placed internal control system which ensures proper safeguard of all assets prevention and detection of frauds and errors and all the transactions are recorded and reported correctly. The Company maintains an internal control system designed to provide assurance regarding safeguarding of assets of the company, compliance of all applicable laws and regulations and ensuring effectiveness of operations. The Companys Audit Committee reviews adherence to internal control systems and legal compliances. Your Directors endeavour to continuously improve and monitor the internal control systems.

20. 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 and forms part of this Report.

21. Particulars of Employees

The information of employees pursuant to Section 197 of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure–IV and forms part of this Report. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure–V and forms part of this Report.

22. Significant material changes after balance sheet date affecting financial position

There is no change which affects the financial position of the Company between the end of the financial year i.e. 31st March, 2025, and the date of report i.e. 16th May, 2025.

23. Subsidiary, Joint, Venture and Associate Company

The Company does not have any Subsidiary or Joint Venture Company. However, BMD Private Limited is an Associate Company of the Company. A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI and forms part of this report. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements in the Annual Report.

24. 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) Rules, 2014 and there is no outstanding deposit due for repayment.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment of women at workplace. Your Directors inform the members that during the year under review, the Internal Complaint Committee did not receive any complaint with regard to sexual harassment.

26. Directors Responsibility Statement

Pursuant to section 134(3) of the Companies Act, 2013, the Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same; b) appropriate accounting policies have been applied consistently and have made judgement 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 on 31st March, 2025 and of the profit and loss for the year ended 31st March 2025; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies, Act 2013 for safeguarding 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 financial controls were adequate and were operating effectively; f) the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financials Statements.

28. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under provisions of Section 118 (10) of the Companies Act, 2013.

29. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to below mentioned matter 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. iii. No amount has been transferred to General Reserves during the year. iv. There was no change in the nature of business of the Company. v. There was no fraud detected which has been reported to the Audit Committee/Board of Directors as well as to the Central Government.

30. Cautionary Statement

The statements contained in the Directors Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

31. Acknowledgements

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government

& State Government including various other authorities. Your Directors also takes this opportunity to express their deep gratitude for the continued co-operation and support received from its valued shareholders & employees.

For and on behalf of the Board of Directors

Shekhar Agarwal Place: Noida (U.P.

) Chairman & Managing Director and CEO Date: 16th May, 2025 DIN: 00066113