Bluechip Tex Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 40th Annual Report of Blue Chip Tex Industries Limited ("your Company" or "the Company") along with the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2025.

FINANCIAL PERFORMANCE:

The financial performance of your Company for the FY ended 31st March, 2025, is summarized below:

Rs. In Lakhs

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	24,928.96	25,558.33
Other Income	50.30	37.94
Total Income	24,979.26	25,596.27
Expenses
Expenses except depreciation & amortization expense	24,844.86	25,269.97
Depreciation & amortization expense	255.25	254.92
Total Expenses	25,100.11	25,524.89
Profit beforeexpense depreciation & amortization	134.40	326.30
Less: Depreciation & amortization expense	255.25	254.92
Profit before Tax	(120.85)	71.38
Less: Tax Expenses
Current tax for the current year	-	41.80
Current tax related to earlier years	2.63	(0.92)
Deferred tax	(22.87)	(21.86)
Profit after tax	(100.61)	52.36
Other Comprehensive income	(2.75)	(10.79)
Total income for the year	(103.36)	41.57
Earnings per share (in ) (Basic and Diluted)	(5.11)	2.66
Amount transferred to Retained Earnings	(103.36)	41.57
Transfer to General Reserve	-	-

The abovementioned financial performance highlights are an abstract of the Financial Statements of your Company for the

FY 2024-25. The detailed Financial Statements forms part of this Annual Report and are also uploaded on website of your Company i.e. www.bluechiptexindustrieslimited.com

1. Performance Highlights:

The revenue from operations for the financial year 2024-25 declined by 2.46% and stood at 24,928.96 lakhs compared to Rs. 25,558.33 lakhs in the previous financial year. The loss for the financial year 2024-25 was100.61 lakhs as compared to profit of 52.36 lakhs in previous financial year.

2. Dividend:

Due to loss during FY 2024-25, the Board of Directors expresses its inability to recommend any dividend on equity shares for the year under review.

3. Transfer to Reserves:

Your Company did not transfer any sum to the General Reserve for the Financial Year under review.

4. Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 ("the Act"), the draft annual return for Financial Year 2023-24 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company i.e. www. bluechiptexindustrieslimited.com under ‘Annual Report section.

5. Details of Frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of the Act.

6. Board Meetings:

The Board met four times through video conferencing during the FY 2024-25 on 29th May 2024, 7th August 2024, 6th November 2024 and 11th February 2025. The necessary quorum was present for all the Meetings. Also, the Board of Directors of your Company passed a Resolution by Circulation on 6th June 2024, 5th March 2025 and 28th March 2025.

7. Changes in Directors and Key Managerial Personnel:

During the year under review there was no changes in the Composition of the Board of the Directors.

During the year, Mrs. Meena Jain (ACS No: 64159), Company Secretary & Compliance Officer of the Company resigned with effect from 31st October 2024. Further, Ms. Binita Gosalia (ACS No: 25806) was appointed as Company Secretary & Compliance Officer of the Company with effect from 4th November, 2024.

In accordance with the provisions of Section 152 of the Act Mr. Siddharth .A. Khemani, Director (DIN No: 08842398) of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

8. Independent Directors:

Pursuant to Section 134(3)(d) of the Act, the Company confirms having received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. All the Independent Directors of Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014 by registering themselves under data bank of Independent

Director.

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial Personnel.

Companys Independent Directors meet at least once in every financial year without the presence of the Executive

Directors of your Company. During the year under review, one Meeting of Independent Directors was held on 23rd January, 2025.

During the year under review, Company did not have any pecuniary relationship or transactions with any of its Independent Directors, other than payment of sitting fees.

In the opinion of the Board, the Independent Directors of the Company meet the requirements of integrity, expertise and experience as required by the Company and have the Proficiency required for their appointment as an Independent

Director on the Board of the Company.

9. Particulars of Remuneration to Directors and Employees:

The statement containing particulars in terms of Section 197(12) of the Act read with rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as

"Annexure IV".

10. Performance Evaluation:

Pursuant to the applicable provisions of the Companies Act, 2013, the Board has carried out an Annual Evaluation of its own performance, performance of the Individual Directors, Key Managerial Personnel and Committees of Board, based on the evaluation criteria defined by Nomination and Remuneration Committee ("NRC") for performance evaluation process of the Board, its Committees, Directors and Key Managerial Personnel. All the evaluation is carried out at

Board of Directors Meeting, Independent Directors Meeting and NRC Meeting. Having regard to the industry, size and nature of business your Company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination and

Remuneration Committee include ethics, knowledge and proficiency, diligence, efforts for personal development, independence in decision making, etc. Similarly, performance evaluation of the Non–Independent Directors was carried out by the Independent Directors of your Company at its separate Meeting. Your Directors also expressed their satisfaction with the evaluation process.

11. Auditors:

(i) Statutory Auditors and their Report

At the 37th Annual General Meeting held on 27th September, 2022, M/s. D K P & Associates, Chartered Accountants, (Firm Registration No. 126305W) were appointed as the Statutory Auditors of your Company to hold office a term of 5 years commencing from the conclusion of 37th Annual General Meeting till the conclusion of 42nd

Annual General Meeting subject to ratification by Members in each Annual General Meeting. However, as per the Companies (Amendment) Act, 2017, provisions of Section 139 of the Act have been amended, wherein, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been done away with. Accordingly, the Audit Committee and the Board of Directors of your Company during their respective Meetings held on 26th May, 2022 have considered and approved the re-appointment of M/s. D K P & Associates,

Chartered Accountants, (Firm Registration No. 126305W) as the Statutory Auditors of your Company, for further period of 5 years i.e. from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting of your Company to be held in the year 2027.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification(s), reservation(s) or adverse remark(s).

(ii) Secretarial Auditors and their Report

In terms of Section 204 of the Act, the Board of Directors of your Company on the recommendation of the

Audit Committee have appointed M/s. DTNV & Co, Practicing Company Secretaries, Mumbai as the Secretarial Auditors of your Company to carry out Secretarial Audit from the financial year 2025-26 till financial year 2029-30.

Your Company has obtained Secretarial Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 from M/s Pramod .S. Shah and Associates, Practicing Company Secretaries, which forms part of the Annual Report and is annexed as "Annexure I" to this Report. The report does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

(iii) Cost Auditors and their Report

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. NKJ & Associates, Practicing Cost Accountants, Mumbai (Registration No. 101893), as

Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2025-26, on a remuneration as mentioned in the Notice of 40th Annual General Meeting. A Certificate from M/s. NKJ & Associates, Practicing

Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 40th Annual General Meeting and the same is recommended for your consideration and ratification. The Cost Audit Report for the FY 2024-25, does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

(iv) Internal Auditors

In terms of the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed

M/s. Raju Gupta & Associates, Chartered Accountants, Mumbai (Registration No. 108477W), as the Internal

Auditor of the Company for the FY 2025-26.

The Internal Audit Report for the FY 2024-25, does not contain any qualification(s), reservation(s) or adverse remark(s) which calls for any explanation from your Board of Directors.

12. Transfer to Investor Education and Protection Fund:

Transfer of Equity Shares: Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor

Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs on 7th September, 2016 and subsequently amended vide notification dated 28th February, 2017, all the equity shares of the Company in respect of which dividend amounts have not been paid or claimed by the shareholders for 7 (seven) consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund (IEPF) Authority.

Accordingly, 9501 shares of 70 members of your Company were transferred to Demat Account of IEPF Authority on 29th March 2025. Your Company had sent individual notice to all the members whose email ids were available with Company and has also published the notice in the leading English and Gujarati newspapers. The details of the aforesaid members are available on website of your Company i.e. www.bluechiptexindustrieslimited.com

Transfer of Unclaimed/ Unpaid Dividend: Further, pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central

Government. As a result, the unclaimed/ unpaid dividend for the year 2016-17 which remained unclaimed and unpaid for a period of 7 (seven) years has been transferred by your Company to the IEPF.

Your Company has uploaded the details of unclaimed/ unpaid dividend for the FY 2016-17 onwards on its website viz., www.bluechiptexindustrieslimited.com and on website of the Ministry of Corporate Affairs viz., www.mca.gov.in and the same gets revised / updated from time to time.

Further, the unpaid Dividend amount pertaining to the FY 2017-18 will be transferred to IEPF during the FY 2025-26.

13. Deposits:

The Company has not accepted any deposits covered under the provisions of the Act and the Rules made thereunder.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014: A. Conservation of Energy: (i) The steps taken or impact on conservation of energy:

Constant efforts in continuing all previous conservation measures and increasing awareness of energy management amongst employees have continued which should enable further savings going forward. The Company had installed solar plant for energy conservation in March, 2020. Also, Company had installed LED lights in place of existing lighting system in March, 2020. Installation of solar plant and LED lights helped in reducing the energy bill and creating higher productivity.

(ii) The steps taken for utilizing alternate sources of energy:

The Company had installed solar plant for energy conservation in March, 2020. Also, Company had installed LED lights in place of existing lighting system in March, 2020.

(iii) The capital investment on energy conservation equipment:

No capital investment has been made during the year under review.

B. Technology absorption:

(i) The efforts made towards technology absorption:

The textile business environment is becoming more and more challenging and competitive, thus in current scenario, it becomes the key to survival. We follow strategy of Innovation and Sustainability and research is being done to keep business predictable, sustainable and profitable and to de-risk our product portfolio.

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

The Company keeps itself abreast of the technical development and innovation in its line of products and tries to bring improvements in the product for better yield, quality and cost effectiveness etc. Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product.

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

(a) the details of technology imported: Not Applicable (b) the year of import: Not Applicable

(c) whether the technology been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) the expenditure incurred on Research and Development – NIL C. Foreign exchange earnings and Outgo: NIL

15. Material Changes and Commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this report:

No material changes and commitments which could affect your Companys financial position have occurred between the end of the FY 2024-25 and to the date of this report.

16. Significant and Material Orders passed by the Regulators or Courts: by any Regulator/Court that would impact the going concern status Therearenosignificant of your Company and its future operations.

17. Details of Subsidiary Company / Associate Company / Joint Ventures:

Company does not have any Subsidiary Company or Associate Company or Joint Venture.

18. Change in the Nature of Business:

There has been no change in the nature of business of the Company during the year ended 31st March, 2025.

19. Change in the Capital Structure:

There has been no change in the capital structure of the Company during the year ended 31st March, 2025.

20. Accounting Treatment:

The Company followed the applicable Accounting Standards in the preparation of its Financial Statements.

21. Compliance with the applicable Secretarial Standards:

The Company has complied with the applicable secretarial standards for the FY 2024-25.

22. Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to interest of the Company is safe guarded. Checks and balances are in ensurethatassetsareefficiently place to determine the accuracy and reliability of accounting data.

23. Risk Management Committee:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors of the top 1000 listed entities needs to constitute a Risk Management Committee. As the Company does not falls into the aforesaid category, the Board has not constituted Risk Management Committee.

24. Particulars of Loans, Guarantees and Investments:

Company has not provided any loans or guarantees which are covered under the provisions of Section 186 of the Act. The details of investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

25. Related Party Transactions:

All Related Party Transactions entered into during the financial year under review, were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act.

Prior omnibus approval of the Audit Committee is obtained 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 is annexed herewith as "Annexure II" in form AOC-2.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed from your Companys website at www.bluechiptexindustrieslimited.com

Attention of Members is also drawn to Note 32 to the financial statements for the year ended 31st March, 2025 which sets out the related party disclosures as per the Indian Accounting Standard.

26. Corporate Social Responsibility (CSR):

Your Company has been a firm believer that each and every individual including an artificial person owe something to the society at large.

For the FY 2024-25, CSR is not applicable to the Company. The Disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as "Annexure III". Details about the CSR Policy adopted and formulated by your Company can be accessed from your Companys website at www.bluechiptexindustrieslimited.com

27. Committees of Board:

I. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee ("NRC") has been revised and re-constituted by the Board in the Board Meeting held on 29th May, 2024, in compliance with the requirements of Section 178 of the Act.

The NRC consists of following three non-executive Directors:

1. Mrs. Tanya .S. Shah – Chairman (Independent Director)

2. Mr. Rohit .P. Bajaj – Member (Independent Director)

3. Mr. Siddharth .A. Khemani – Member (Non-Executive, Non-Independent Director)

Terms of Reference of NRC: The role and terms of reference of the Committee are in line with the provisions of Section 178 of the Companies Act, 2013.

The Committee is empowered to do the following: a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees; b. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors; c. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal; d. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; e. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

The Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed herewith as "Annexure V". Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors &

Key Managerial Personnels. The Companys Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

The Audit Committee has been revised and re-constituted by the Board in the Board Meeting held on 29th May, 2024, in compliance with the requirements of Section 177 of the Act. The Audit Committee consists of following three Directors with the Chairman being Independent Director.

1. Mr. Abhishek S. Kamdar - Chairman (Independent Director)

2. Mr. Rohit .P. Bajaj - Member (Independent Director)

3. Mr. Rahul .A. Khemani - Member (CFO & Director)

Terms of Reference of the Audit Committee: The terms of reference of the Audit Committee of your Company are in accordance with Section 177 and other applicable provisions of the Act and the Rules framed thereunder, which inter alia include the following: a. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; b. Review and monitor the auditors independence and performance, and effectiveness of audit process; c. Examination of the financial statement and limited review / auditors report thereon; d. Approval or any subsequent modification of transactions of the Company with related parties; e. Scrutiny of inter-corporate loans and investments; f. Valuation of undertakings or assets of the Company, wherever it is necessary; g. Evaluation of internal financial controls and risk management systems; h. Discussion with Internal Auditors of any significant findings and follow up there on; i. Review the functioning of the Whistle Blower mechanism or Vigil mechanism; etc.

III. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee ("SRC") has been revised and re-constituted by the Board in the Board Meeting held on 29th May, 2024, in compliance with the requirements of Section 178 (5) of the Act. The SRC comprises of following four directors with the Chairman being Independent Director:

1.	Mr. Abhishek S. Kamdar	– Chairman (Independent Director)
2.	Mr. Shahin .N. Khemani	– Member (Managing Director)
3.	Mr. Rahul .A. Khemani	Member (CFO & Director)
4.	Mr. Siddharth .A. Khemani	– Member (Non-Executive, Non-Independent Director)

The terms of reference of the SRC, inter-alia are as follows: a. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, General Meetings etc.; b. Review of measures taken for effective exercise of voting rights by shareholders; c. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; d. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company;

28. Whistle Blower Policy / Vigil Mechanism:

Your Company has a Vigil Mechanism in place which includes a Whistle Blower Policy for Directors and Employees of your Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

The Vigil Mechanism/Whistle Blower Policy of your Company can be accessed from your Companys website at www. bluechiptexindustrieslimited.com.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. Your Company has framed ‘Sexual Harassment Policy and has constituted an Internal Complaints Committee as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 and the Rules framed thereunder. The following are the details:

Sr. No.	Particulars
(a)	number of complaints of sexual harassment received in the year	NIL
(b)	number of complaints disposed off during the year	NA
(c)	number of cases pending for more than ninety days	NA

b. Statement thattheCompanyhascompliedwiththeMaternityBenefitAct, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. c. Number of employees as on the closure of the financial year with details of gender

Particulars	Male	Female
No. of employees	30	3
No. of workers	92	6
Total	122	9

30. Corporate Governance Report:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,

2015, please note that compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19,

20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall be applicable to the Company, in respect of a listed entity having Paid Up Equity Share Capital exceeding Rupees Ten Crore and Net Worth exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year. Since your Companys Paid Up Equity Share Capital and Net Worth as on FY 2024-25 are exceeding the above mentioned figures, the Corporate Governance Report for the FY 2024-25 as required under para C of Schedule V is attached.

31. Management Discussion And Analysis:

Increasing Global Demand for Textiles India is positioned as a leading supplier of textiles globally. By 2025, the industry by increasing demand in key markets such as the United States, isexpectedtoseesignificant

Europe, and the Middle East. Indias textile exports are projected to reach $45 billion by 2025, up from the $38 billion mark in 2020. This growth is driven by Indias competitive manufacturing costs, skilled labor force, and the push to strengthen its export-friendly policies.

As the world moves toward sustainability, the Indian textile industry is embracing eco-friendly manufacturing practices.

Sustainable textiles, organic fibers, and eco-friendly dyes are expected to become standard by 2025. The rise of sustainable brands and an increase in consumer awareness around eco-conscious products are prompting Indian manufacturers to adopt green technologies. Moreover, India is focusing on circular economy principles, recycling, and waste reduction in textile production.

Technological innovations are revolutionizing the Indian textile industry. Automation, AI, and IoT (Internet of Things) are streamlining production processes, improving efficiency, and reducing costs. By 2025, we can expect more widespread adoption of technologies like smart textiles, digital printing, and automated stitching machines. The implementation of data analytics for real-time decision-making will also play a crucial role in optimizing supply chains and improving product quality.

The Indian government is playing a pivotal role in transforming the textile sector through various schemes such as the Production Linked Incentive (PLI) Scheme for Textiles and the National Textile Policy. These initiatives aim to boost manufacturing, exports, and job creation. By 2025, the government plans to enhance the competitiveness of the Indian textile industry, especially in high-value-added segments like technical textiles and apparel.

The Indian textile industry is not just focusing on exports. Domestic demand for textiles is expected to grow at a steady pace. With the growing middle class, changing fashion trends, and rising disposable incomes, the demand for both traditional and modern textiles will soar. By 2025, the domestic market is expected to contribute significantly to the textile industrys growth.

INDIAN ECONOMIC OVERVIEW & OUTLOOK

The Textile Market is valued at USD 760.28 billion in 2025 and is projected to reach USD 974.38 billion by 2030, advancing at a 5.09% CAGR. Tightening sustainability regulations in Europe, near-shoring strategies such as "China + 1," and expanding demand for high-performance technical fabrics set the growth tone for the global textile market. Polyester recycling lines, the rapid rise of e-commerce brands that want custom designs, and government incentive programs in India and Vietnam all reinforce investment momentum. Feedstock cost swings and climate-driven water restrictions on cotton create volatility, yet they also hasten the pivot toward recycled synthetics and new fiber blends.

Overall, competitive advantage now hinges on traceability, low-impact production, and the ability to deliver small runs quickly for fast-fashion and direct-to-consumer labels.

Direct-to-consumer brands deploy generative AI tools to recommend styles and allow shoppers to tweak fit in real time.

Global online apparel sales could top USD 1.39 trillion by 2033, growing at 8.7% CAGR. Rental fashion in China is expected to hit USD 1.08 billion by 2026, driving the need for abrasion-resistant fabrics that endure many laundering cycles. WRAP reports repair services displace 82.2% of new garment purchases, pushing mills to boost fiber strength and colorfastness. The intersection of mass customisation and sustainability enlarges profit pools for premium technical textiles with verified low environmental impacts.

Asia-Pacific dominated the textile market with 53.2% share in 2024, while the Middle East and Africa are set to grow fastest at 5.56% CAGR through 2030. China faces rising labor costs and geopolitical tensions that drive supply chain diversification toward Vietnam, Pakistan, Indonesia, Bangladesh, and Turkey. These five nations are projected to absorb

47% of global cotton imports by 2030, while Chinas share falls to 24%. India raised its Production Linked Incentive budget from INR 45 crore (USD 5.4 million) to INR 1,148 crore (USD 138.3 million) for 2025-26 to support seven new mega-parks that target USD 350 billion in industry size by 2030. Japan and South Korea focus on high-value technical textiles and advanced materials, while ASEAN countries benefit from "China + 1" strategies as manufacturers seek supply chain resilience.

Europe shapes global textile practices through sustainability regulations, with Extended Producer Responsibility schemes and Digital Product Passports that influence manufacturing worldwide. Germany strengthens ties with Morocco in automotive supply chains, whileTurkeysstrategicpositionenablesrapidorderfulfillmentfor European brands requiring ultra-short lead times. The UKs post-Brexit trade agreements may limit access to pan-Euro-Med preferential treatment, potentially disadvantaging British textile firms compared to EU competitors. Nordic countries emphasize sustainable innovation and circular economy principles, creating premium market segments for environmentally certified products that command higher margins despite smaller volumes.

The Global Textile Market shows moderate fragmentation with established players leveraging vertical integration and technological innovation to maintain competitive advantages amid sustainability pressures and supply chain diversification. Technical textiles demonstrate higher consolidation due to specialized knowledge requirements, while fashion and apparel segments remain fragmented across numerous regional and global players. Strategic patterns emphasize sustainability investments, circular economy integration, and geographic diversification to compliance costs and supply chain risks that threaten margins across all segments.

Industry Information:

Indias textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive sophisticated mills sector on the other end. The decentralised power looms/ hosiery and knitting sector forms the largest component in the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison to other industries in the country. Indias textiles industry has a capacity to produce a wide variety of products suitable for different market segments, both within India and across the world.

Opportunities and Threats:

The textile market size is expected to see strong growth in the next few years. It will grow to $915.96 billion in 2029 at a compound annual growth rate (CAGR) of 7.1%. The growth in the forecast period can be attributed to global population growth and urbanization, a rapid growth in ecommerce, rising spend on leisure, increasing retail penetration, increasing internet penetration and smartphone usage and growing preference for contactless delivery solutions. Major trends in the forecast period include focus on adopting digital textile printing inks, focus on use of non-woven fabrics, focus on using organic fibers, focus on sustainable fibers, focus on using blockchain in the manufacturing processes, focus on implementing digital platforms in textile supply chain management, focus on collaborating with technology companies to design and develop smart fabrics, focus on adopting robotics and automation, focus on investing in artificial intelligence and focus on partnerships and collaborations to develop innovative.

Indias textile industry faces several fundamental challenges that hinder its growth. Infrastructure and logistics remain significant bottlenecks, with inefficiencies delaying supply chain processes. Limited investment in research and development restricts innovation and the adoption of new technologies. The workforce, though abundant, lacks adequate training, resulting in lower productivity compared to competitors. Fluctuations in raw material prices, coupled with high import duties, further impact cost efficiency. Moreover, currency volatility and high interest rates add to the financial burden, making exports less competitive globally.

Outlook:

The Company expects to be on a profitablegrowth momentum. In the Domestic Market, the overall consumer sentiments are positive. The Company is focused on liquidity management through cost reduction initiatives and working capital optimization with an aim of becoming a net debt-free Company in next 3 years.

Risks and Concerns:

The broader trends in the economy are expected to have a direct impact on your Companys growth prospects as well.

Inflation is expected to remain elevated for the foreseeable future, driven by war-induced commodity price increases and broadening price pressures.

In these circumstances, the ability to successfullynavigatecostpressureswouldhave significantbearing on the overall performance of your Company. Diminishing purchasing power and demand due to the economic circumstances could result in fundamental shifts in consumer behaviour and adversely impact the market for textiles.

Risk Management

The Company has a comprehensive Risk Management framework for the timely and effective identification, assessment, monitoring and mitigation of potential risks that may impact its business. It has robust mitigation strategies to overcome adverse situations which may arise on account of foreseeable risks. The key risks and their corresponding mitigation measures are depicted below:

The Company operates in diverse markets and is exposed to adverse macroeconomic conditions, country-specific changes to the operating, regulatory and political environment, natural disasters, global health emergencies or civil unrest that may impact consumer demand, disrupt operations, lead to increased operational costs and impact profitability. Geopolitical tensions, supply chain disruptions, higher inflation, monetary tightening and global economic slowdown may reduce consumer spending and impact the growth of the Company.

Mitigation

The Company continually monitors external macroeconomic and regulatory changes and is supported by insights from the treasury and strategy teams into macroeconomic trends. Moreover, it is focussed on increasing its geographical footprint, e-commerce expansion, and producing innovative products to strengthen its position in the market.

The Companys Financial Performance:

The highlights of the Companys financial performance for the year ended 31 st March, 2025 is given at the start of the Directors Report.

Internal Control and Management Systems:

Your company has an adequate internal control system. There is a system of continuous internal audit which aims at ensuring effectiveness and efficiency of systems and operations. Your company has the benefit of internal control systems which have been developed over the years and which has ensured that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorised use or otherwise. The process of Internal control and systems, statutory compliance, risk analysis and its management and information technology are taken together to provide a meaningful support to the management process. Also continuous efforts are being made to strengthen the system.

Human Resource and Industrial Relations:

The Company believes that Human Resources play a significant role in achieving its business vision. Hence, the

Company continues to invest on hiring the best talent, developing and retaining the available talent to ensure a sustainable talent supply within the organization. The Company provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization. The Company uses various communication channels to seek employees feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential. The Companys employee strength stood at 131 as on 31st March, 2025.

Health, Safety and Security Measures:

The Company continues to accord the highest priority to health and safety of its employees and communities it operates in. The Company has been fully committed to comply with all applicable laws and regulations and maintains the highest standard of Occupational Health and Safety and ensures safer plants by conducting safety audits, risk assessments and periodic safety awareness training to employees. We believe in good health of our employees.

Cautionary Statement:

Readers are cautioned that this discussion and analysis contains forward-looking statements that involve risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performances or achievements, risks and opportunities could differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as these are relevant at a particular point of time & adequate restrain should be applied in their use for any decision making or formation of an opinion. The above discussion and analysis should be read in conjunction with the Companys financial statements included herein and the notes thereto.

32. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of your Company for the financial year ended 31st March, 2025, the Board of Directors hereby confirm that: a) in the preparation of the annual accounts for the financial st March, 2025, the applicable accountingyear ended 31 standards read with the requirements set out under Schedule III 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 judgements 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 31st March, 2025 and of the profit and 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. Disclosure on Insolvency and Bankruptcy Code, 2016:

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016.

34. Other Disclosures:

• There was no revision of financial statements and Boards Report of the Company during the year under review.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. Acknowledgement:

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

	For and on behalf of the Board of Directors
	For Blue Chip Tex Industries Limited
	Shahin .N. Khemani	Rahul .A. Khemani
	Managing Director	CFO & Director
	DIN: 03296813	DIN: 03290468
Place: Mumbai
Date: 6th August 2025