Bombay Dyeing & Manufacturing Company Ltd Directors Report

TO THE MEMBERS

Your Directors present the One Hundred and Forty Fifth (145th) Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ("FY") ended 31st March, 2025.

1. FINANCIAL RESULTS

( in Crs.)

Previous year figures have been regrouped where necessary and have been re-stated as per Ind AS.

2. COMPANY RESULTS AND DIVIDEND

Companys turnover and other income for the year was 1732.34 Crs. as against 1799.42 Crs. in the previous year. The Profit Before Tax and exceptional Items was 80.87 Crs. as against loss of 264.63 Crs. in the previous year. The profit after tax is 489.83 Crs. as against a profit of 2948.42 Crs. in the previous year.

The Real Estate division is currently pursuing the development of 3rd Phase of ICC approximately 1.2 million square feet out of 3.5 million square feet. With projected growth in Mumbais luxury real estate market in 2026, driven by factors like improved connectivity and infrastructure, increasing ultra-high-net-worth individuals (UHNWIs), upgradation of customers towards premium housing for end use purpose, the planned new launch is expected to benefit significantly to the

The Polyester division continues its focus on the efficiency and profitability. Against the industry average capacity utilisation of retail rack space ~80%, the Company maintained its higher capacity utilisation of 86.3%. The Polyester division has achieved revenue of 1457.86 Crs for the year as against 1414.19 Crs. in the previous year. The profitability has significantly improved over last year, on account of improvement in price realisations and cost reduction initiatives on the conversion cost. The division achieved a surplus of 27.46 Crs. as against loss of 36.86 Crs. in the previous year. Continuing its focus on efficiency and profitability, the Company shall focus on high margin products and introduction of sustainable products to its portfolio. The regulation by Ministry of Environment, Forest & Climate Change concerning the use of recycled PET in beverage packaging specifically for PET bottles, the demand for virgin PSF is expected to be stronger and the division of the Company being a leading player in producing virgin PSF expects to benefit in the coming years. The Retail business of the Company "Home & You" has achieved revenue ofoftheCompany. 47.47 Crs. as against 45.02 Crs. in the previous year. The Retail division has successfully established the lean cost business model with minimal exposure to working capital, and expansion ofhasstrengthened the offline its distributors and retailers. The launch of premium collections, including Celebrating India, Regal Living, Blooming Muse (All Digital), and Ecstasy (Dyed in 400TC), has been well received by trade partners and customers. The home textile segment continues to experience robust and sustained demand, it is expected that the demand for categories like Bed linen, Bath linen, and Top of the Bed will continue to see robust growth. The focus will continue towards better product mix, Store conversion and increased shelf space for enhanced efficiencyand sustained profitability. The Directors have recommended a Dividend of 1.20/- (i.e. 60%) on the Equity Shares of 2/- each of the Company for the year ended 31st March, 2025 subject to the approval of Members at the145th Annual General Meeting (AGM). Further, the Board of Directors have also approved payment of Dividend on 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of 100/- each at its meeting held on 5th May, 2025, subject to the approval of Members at the 145th AGM. No transfer to Reserves has been proposed by the Board.

The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The same is Company. https://bombaydyeing.com/pdfs/corporate/Dividend_ Distribution_Policy.pdf

3. CONSOLIDATED FINANCIAL RESULTS

As stipulated by Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated Financial Statement reflects the results of the Company and that of its subsidiary and associates. As required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors Report thereon is annexed and forms part of this Report.

The summarized Consolidated Financial Statement is provided above in point No.1 of this Report.

4. SUBSIDIARIES AND ASSOCIATES

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiary and associates in Form AOC-1 is forming part of the Consolidated Financial Statements. in

5. FIXED DEPOSITS

During the year, no deposits were repaid. Total deposits outstanding as on 31st March, 2025 amounted to 0.22 Crs. out is available of which 17 on the deposits website aggregatingof the 0.20 Crs. had matured but remained unclaimed.

6. CREDIT RATING

CRISIL Ratings Limited has revised its outlook on long term bank facilities and fixed deposits of the Company to ‘Positive from ‘Stable while reaffirming the rating at ‘CRISIL BBB+ as follows:

7. SHARE CAPITAL

The total Paid-up Share Capital as on 31st March, 2025 was 45.20 Crs. comprising of 20,65,34,900 Equity Shares of 2/- each aggregating to 41.31 Crs. and 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of 100/- each aggregating to 3.89 Crs..

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.

9. RELATED PARTY TRANSACTIONS

There parties during the year under review which were in conflict with the interest of the Company. All the transactions entered into by the Company with Related Parties during the year under review were at arms-length basis and in ordinary course of business. Suitable disclosures required under the Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statement. As required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company https://bombaydyeing.com/pdfs/corporate/ RPT%20Policy.pdf

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statement. of the Company w.e.f.

All the properties including buildings, plant and machinery and stocks have been adequately insured.

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2025 is uploaded on the website of the Company at www.bombaydyeing.com

During the year, there were following changes in the composition of the Board. Mr. V. K. Jairath ceased to be a Non-Executive Independent Director of the Company with effect from 17th June, 2024 and Mr. Keki Elavia retired as a Non-Executive Independent Director of the Company with effect from 14th August, 2024. Mr. Sujal A. Shah and Mr. Srinivasan Vishwanathan were appointed as Non-Executive Independent Directors to hold offices for a term of th June, 2024 upto 27th June, 2029. Further, Mr. Varun Berry was appointed as Non-Executive Non-Independent Director w.e.f. 28th June, 2024, whose office appointment was approved by members of the Company at the 144th Annual General Meeting of the Company held on 14th August, 2024 by passing the Special and Ordinary Resolutions respectively.

Furthermore, Dr. Y.S.P. Thorat was appointed as a Non-Executive Independent Director to hold office commencing from 12th November, 2024 upto 11th November, 2029 and Mr. Jehangir Wadia was appointed as Non-Executive Non-Independent Director w.e.f. 12th November, 2024, whose were no materially significant transactions with related office shall be liable to retire by rotation. Their appointment was approved by members of the Company through postal ballot by passing the Special and Ordinary Resolutions respectively on 23rd December, 2024.

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ness Nusli Wadia (DIN: 00036049), Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The appointment of Mr. Ness Nusli Wadia is subject to the approval of the Members of the Company at the 145th AGM which has been included in the Notice convening the ensuing AGM and requisite details have been provided in the Notice. The Board recommends his appointment.

Mr. Vinod Jain ceased to be the Chief Financial Officer & Chief Risk Officer of the Company from close of business hours on 11th July, 2024 and Mr. Khiroda Jena was appointed as Chief Financial Officer & Chief Risk Officer 19th August, 2024.

Mr. Rahul Anand ceased to be the Manager of the Company from closure of business hours on 3rd February, 2025 and Mr. Rajnesh Datt was elevated and appointed as the Manager of the Company for a period of two years commencing from 4th February, 2025 to 3rd February, 2027. The members of the Company through Postal Ballot also passed the Special Resolution on 24th April, 2025 approving the appointment of Mr. Rajnesh Datt as Manager of the Company.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 26(3) of the Listing Regulations.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management years commencing from 28 and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Apart from reimbursement of shallbeliabletoretirebyrotation.Their expenses incurred in the discharge of their duties, Non-Executive Directors are entitled for remuneration as permissible under the Act.

Seven Board Meetings were duly convened and held during the year and the details of Board/Committee meetings held are provided in the Corporate Governance Report. The gap between meetings was within the period for a term prescribed under the Act and of five years Listing Regulations.

The Securities and Exchange Board of India had issued an order against the Company and its Promoter Directors/Ex MD/Ex. JMD/ Ex Directors and Ex-CFO of the Company under sections 11(1), 11(2) (e), 11(4), 11(4A), 11B(1), 11B(2) and 15I of the SEBI Act, 1992 read with Rule 5 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The Company and the concerned noticees had filed an appeal with Securities Appellate Tribunal (SAT) against the aforesaid SEBI Order and had obtained a stay on operation of the said Order on November 10, 2022. The hearings on the subject matter have been concluded and the Honble Bench has reserved the matter for orders.

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Strategic Committee, Investment Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors of the Company has adopted, on recommendation of the Nomination and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior Management and their Remuneration.

A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company https:// bombaydyeing.com/pdfs/corporate/corporatepdf09.pdf

14 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 31st 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Have prepared the annual accounts on a going concern basis; e) Have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given in Annexure B to this Report.

A separate report on Corporate Governance pursuant to Regulation 34(3) of the Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report as

In terms of amendment to Regulation 34(2)(f) of Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated 05th May, 2021 read with Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 the Business Responsibility and Sustainability Report ("BRSR") of the Company for FY 2024-25 is forming part of the Report as

Annexure D.

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report as Annexure E. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours (9.30 a.m. IST to 6.30 p.m. IST) on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to grievance_redressal_cell@ bombaydyeing.com.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and same is posted on the website of the Company and can be accessed at https://bombaydyeing.com/pdfs/ corporate/corporatepdf08.pdf The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaint under above said policy has been received during the FY 2024-25.

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 143rd AGM appointed M/s. Bansi S. Mehta & Co. (Firm Registration No. 100991W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 143rd AGM until the conclusion of 148th AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company. Pursuant to amendments in Section 139 of the Act, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with.

The Reports given by M/s. Bansi S. Mehta & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for FY 2024-25 are part of the Annual Report.

Cost Auditors

Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records of the Company are required to be audited. The Directors, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., (Firm Registration No. 000611) Cost Accountants, to audit the cost accounts of the Company for the FY ending 31st March, 2026 on a remuneration of 6,00,000/- (Rupees Six Lakhs Only) plus out of pocket expenses and applicable taxes. The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Board has recommended appointment of M/s. Parikh & Associates, a firm of Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-2030. The appointment will be subject to shareholders approval at the ensuing AGM. The Report of the Secretarial Auditor is annexed herewith as Annexure F.

At the Board Meeting held on 5th May, 2025, M/s. PKF Sridhar & Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2025-26.

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.

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Companys operations in the future.

There was no reportable material event in the Company during the year.

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Internal Financial Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companys assets. Details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act, comprising of three Directors including Independent Director.

Annexure G.

Statutory Auditors Report, Cost Auditors Report and Secretarial Auditors Report do not contain any qualification, reservation or adverse remarks.

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

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 non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The functioning of the Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board. The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

During FY 2024-25, the Company has transferred 0.39 Crs. to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investorand report Education CSR and is Protection Fund Authority (Accounting, attached herewith as Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the Company has transferred 1,41,406 equity shares held by 585 Shareholders, as on 31st March, 2025 whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2016-17 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

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

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of one time settlement of the Company with any Bank or Financial Institution.

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from dealers, service providers, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for Vigil Mechanism is reviewed by the Audit their continued support.