Blue Pearl Texspin Ltd Directors Report

To,

The Members,

Blue Pearl Agriventures Limited

Your Directors take pleasure in presenting their 33^rd Annual Report of the Company along with the Audited Financial Statements, for the period ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amount in Lakhs)

Particulars	Period/ year ended 31.03.2025	Period/ year ended 31.03.2024
Total Revenue	3532.99	26.41
Total expenses	3455.52	33.27
Profit/ (loss) before tax	77.47	-6.86
Profit/ (loss) after tax	64.47	-6.86

2. FINANCIAL OPERATIONS:

During the year under review, revenue from operations of the Company has been Rs. 3532.99/- lakhs as compared to Rs. 26.41/- lakhs during the previous financial year. The Companys profit after tax for the year under review was Rs. 64.47 lakhs as compared loss of Rs. 6.86 /-lakhs during the previous financial year.

3. DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2024-2025 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

4. DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

5. LISTING FEES:

Being listed at BSE Limited, Mumbai, and the Company has duly paid the listing fees.

6. SHARE CAPITAL:

The paid-up equity share capital of your company stood at Rs. 60,25,60,000 consisting of 60,25,60,000 equity shares of Rs. 1/- each fully paid-up. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

However, during the year under review, the Company has issued Rs. 6,00,00,000/- Warrants as on 27^th June, 2024 at an issue price of Rs. 10. The said warrants have been converted into the Equity Shares on 11^th February, 2025.

Further, during the year under review, the Company has done sub-division of shares from Rs. 10 to Rs. 1. (Ex-date: 20-03-2025)

As on 31^st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

8. WHISTLE BLOWER:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Companys Website www.bluepearltexspin.com.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Ms. Renu Kaur (DIN; 10080402) was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. 24th May, 2024.

Mr. Samir Jikarbhai Godil (DIN: 10740750) was appointed as Executive Director by the Board of Directors of the Company w.e.f. 14th August, 2024.

Ms. Ritu Tiwari (DIN: 11040362) was appointed as an Additional Non-Executive Independent Director by the Board of Directors of the Company w.e.f. 22nd April, 2025.

Mr. Shrikrishna Baburam Pandey (DIN: 07035767) has resigned as Whole-time director and CFO of the Company w.e.f. 24th May, 2024.

Mr. Viren Makwana (DIN: 09007676) has resigned as Non-Executive Independent Director of the Company w.e.f. 24th May, 2024.

Mr. Sudama Patel (DIN: 10132041) has resigned as Non-Executive Independent Director of the Company w.e.f. 14th June , 2024.

B) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

E) Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year the Company has held 14 (Fourteen) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 25/04/2024, 30/04/2024, 03/05/2024, 08/05/2024, 16/05/2024, 24/05/2024, 29/05/2024, 14/06/2024, 27/06/2024, 01/08/2024, 14/08/2024, 13/11/2024, 30/01/2025, 11/02/2025.

COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and rules framed there under and Listing Agreement entered with Stock Exchanges.

The committees of the Board are Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

THE COMPOSITION OF AUDIT COMMITEE OF BLUE PEARL AGRIVENTURES LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Anupma Kashyap	Chairman -Independent Director
Ms. Renu Kaur	Member - Independent Director
Ms. Samir Jikarbhai Godil	Member- Executive Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL AGRIVENTURES LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Renu Kaur	Chairman -Independent Director
Ms. Anupma Kashyap	Member - Independent Director
Ms. Ritu Tiwari	Member- Non- Executive Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL AGRIVENTURES LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Renu Kaur	Chairman -Independent Director
Ms. Anupma Kashyap	Member - Independent Director
Mr. Rishi Gosai	Member- Executive Director

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the Annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper

explanation relating to material departures, if any.

b) 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 at the end of the financial year and of the profit of the Company for that period.

c) Have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Have prepared the Annual accounts on a going concern basis.

e) Have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

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

15. AUDITORS:

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company at its 32^nd AGM appointed M/s. J Singh & Associates., Chartered Accountants, (Firm registration No: 110266W) as the Statutory Auditors of the Company for financial year 2023-2024.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. J Singh & Associates, Chartered Accountants, (Firm Registration No: 110266W) will be Re- appointed as the Statutory Auditors of the Company, to hold office of from conclusion of Thirty three Annual General Meeting till the conclusion of the Thirty Seven Annual General Meeting of the Company to be held in the year 2030, subject to approval of their appointment at the Annual General Meeting. Members are requested to approve their appointment.

The Reports given by M/s. J Singh & Associates., Chartered Accountants on the financial statements of the Company for FY 2024-25 are part of the Annual Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Ms. Dharti Patel, (FCS No: 12801), Proprietor, DHARTI PATEL & ASSOCIATES, Company Secretaries for the Financial Year 2024-25. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the financial year ended 31st March, 2025 is annexed to this report as Annexure-II.

Further, Ms. Dharti Patel will be appointed for a term of 5 years from FY 2025-26 subject to approval of shareholders in ensuing AGM.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. S.P. Patel & Co, Chartered Accountants as the Internal Auditors of the Company for Financial Year 2024-25.

Cost Auditors

For the FY 2024-25, cost audit is not applicable to the Company as the export turnover is more than 75% of the total turnover. Hence the Company has not appointed Cost Auditor.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31 ^st March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31st March, 2025:

The observations as per Secretarial Audit Report and the Boards Reply is as under:

• The company has not dematerialized 100% of Shareholding of Promoter and Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosure requirements, Regulation 2015.

Boards Reply: The Promoter shareholding will be converted into Demat at the earliest as per regulations 31 (2) of LODR.

17. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Directors Report.

18. COST RECORDS AND COST AUDIT:

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as “Annexure I”.

20. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2024-25.www.bluepearltexspin.com.

21. ANNUAL PERFORMANCE EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to Section 134(3) (p) of the Companies Act, 2013. The Separate meeting of independent Directors was held during the year to evaluate the performance of other Non-Independent Directors and of the Board as a whole, also the performances of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory.

22. CORPORATE GOVERNANCE REPORT:

The compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are applicable to company. The Certificate of the Corporate Governance of Secretarial Auditor for the financial year ended 31st March, 2025 is annexed to this report as Annexure-IV.

23. PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(M) OF COMPANIES ACT 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014:

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

iii) The capital investment on energy conversation Equip ments: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

24. CFO CERTIFICATION:

Certificate of CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2025 and Certificate of CFO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as “Annexure III”.

25. PARTICULARS OF LOAN, GURANTEES OR INVESTMENT:

During the year, the Company has not given any loans, given any guarantee or provided security as per Section 186 of the Companies Act, 2013.

26. MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was complied by independent authority and informed to the members.

27. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Companys website on www.bluepearltexspin.com.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2024-2025 and hence does not form part of this report.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the financial year 2024-2025.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31^st March, 2025 and the Internal Financial Controls are operating effectively commensurate with size and nature of business operations.

31. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25.

i) No of complaints received :	Nil
ii) No of complaints disposed of:	Nil

33. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31^st March, 2025.

	BY ORDER OF THE BOARD
	BLUE PEARL AGRIVENTURES LIMITED
	Sd/-
	Rishikumar Gosai
Date: 29th August, 2025	Managing Director
Place: Mumbai	DIN:10218840