BSL Ltd Directors Report

2. Operational Overview

The division wise performance is as under:

(Rs. in Crore)

During the fiscal year, your company was confronted by high inflationary trends impacting nearly all costs including cotton, packaging, fuel, and logistics and overall operation but due to prudence of your Directors, strong budgets and control measures and optimum use of inventory, the Company has managed to partially offset the challenge.

As the result of all these measures, your Company recorded a turnover of Rs.667.06 Crore as against a turnover of Rs.666.45 Crore of previous year.

The Company has achieved profitability of Rs.8.16 crores as against Rs.11.23 crores in the previous financial year.

3. Modernization and Expansion capacity increase - Your Directors take pleasure in informing the members that during the Financial year 2024-25, your Company has undertaken modernization of its Process house by installing PNG gas based wider width Stenter having capacity of 15 lac meters P.A. and biological based ETP RO & MEE at its existing location i.e., Mandpam, Bhilwara, Rajasthan. It improves the overall efficiency of production and better utilization of installed capacity resulting to higher profitability.

Sustainability - Your company is also under process of installation of 2 MWp Solar Power Project at its existing location. The above combined cost of Project is Rs.25.00 crores to be financed by internal accruals and Term Loan.

4. Exports

The Companys Export turnover during the year was Rs.385.56 Crores as against previous year Rs.378.35 Crores.

5. Outlook for Companys Activities

The outlook of Companys activities looks bright as it continues to focus on value addition, improved efficiency, modernization and integrated operations. In Exports, the company is exploring new markets in Africa, Australia, Europe, USA, Canada, South Korea, Taiwan, Bangladesh, Brazil and other Latin American countries and increasing the volumes in existing markets. In Domestic Marketing, the Company is focusing on Furnishing/ RMG/Institutional segments apart from introducing new ranges.

6. Dividend

Your Directors recommend a dividend @ 8% i.e. Rs.0.80 per Equity Share of Rs.10/- each for the year ended on 31^st March, 2025. This will absorb an amount of Rs.82.33 Lakhs. A proposal for confirmation of the dividend for the year ended 31 ^st March, 2025 shall be placed before the shareholders at the ensuing Annual General Meeting (AGM). The dividend, if approved by the Shareholders in the AGM will be subject to deduction of tax at source ("TDS") at applicable rates.

7. Credit Ratings

During the period under review, India Ratings and Research (Rating Agency) has issued the rating vide its letter dated 09^th May, 2024 is as follows:

India Ratings & Research

8. Contribution to Exchequer

Your Company has contributed an amount of Rs.26.27 Crores as against previous year Rs.28.78 Crores in terms of Taxes & Duties to the Exchequer.

9. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

10. Green Movement and sustainability

The Company has been committed to Green operations for Decades.

Green Generation Data

Zero Liquidation Discharge: The Company has been operating at Zero Liquidation Discharge since 2015. The Company has also obtained Zero Discharge for Hazardous Chemicals programme (ZDHC) certificate.

Vegan Certificate: The Company is one of the few Textile Companies having Vegan Certificate from Switzerland.

Recycled Raw Materials: The Company is continuously focusing on using Recycled Polyester staple fiber as a part of Global sustainability movement. In the year 2024-25, the Companys 63% of Fiber consumption was of Recycled Fibers and 1.15% of Fiber consumption was of Recycled Cotton.

Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel from Fossil Fuels resulting saving of 34603.35 MT of CO2 emissions.

Thus, the Company is transforming in to a Green Company due to:

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

c) 100% Agro- Fuel is being used and Zero Fossil fuel is being used.

d) More than 14% of energy by renewal sources.

e) More than 60% use of Recycled Fibers.

11. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 a Copy of the Annual Return is available on the website of the company at the web-link as: https://www.bslltd. com/investors

12. Statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as Statutory Auditors of your Company at the AGM held on September 28, 2022 for a second term of five consecutive years from conclusion of 51^st AGM till the conclusion of the 56^th AGM to be held in calendar year 2027. Further, M/s SSMS & Associates have confirmed their independence and eligibility under the provisions of the Companies Act, 2013 and Listing Regulations.

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

13. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors had appointed M/s V. M. & Associates, Company secretaries, Jaipur, (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for financial year 2024-25 in Form MR -3 is enclosed herewith as Annexure i. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

Further, in terms of the SEBI (LODR) (Third Amendment) Regulation, 2024, the Board upon the recommendation of Audit Committee has recommended appointment of M/s V. M. & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 till the financial year 2029-30. The appointment will be subject to shareholders approval at the ensuing AGM and therefore is included in the notice convening the ensuing AGM.

Further, M/s V. M. & Associates have confirmed their independence and eligibility under the provisions of the Companies Act, 2013 and Listing Regulations.

14. Internal Auditors

15. Maintenance of Cost Records

16. Cost Auditors

17. Reporting of frauds by auditors

18. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

19. Particulars of Loans given, Guarantees given, investments made and securities provided

20. Contracts and Arrangements with Related Parties

21. Internal financial controls

22. Internal control systems

23. Vigil Mechanism/ Whistle Blower Policy

24. Nomination & Remuneration Policy

During the year, there is no change in the Nomination & Remuneration Policy.

25. Corporate Social Responsibility

During the Financial Year 2024-25, the amount required to be spent by the Company under its CSR obligations was less than Rs.50 Lakhs, hence, as per the provisions of Sec. 135 of the Companies Act, 2013, the Company is not required to constitute CSR committee and the functions of such committee are discharged by the Board of Directors of the Company.

During the current year, the company has incurred expenditure of Rs.35.69 lakhs on CSR activities.

Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on the Companys website at the web link as: https://www.bslltd.com/

The Annual Report on our CSR activities is enclosed herewith as per Annexure IV.

26. Committees

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Boards Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee.

27. Meetings

During the year, 4 (Four) Board meetings were held, the dates being 20^th May, 2024, 05^th August, 2024, 14^th November, 2024, and 13^th February, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI) on Meeting of the Board of Directors and SEBI (LODR) Regulations, 2015.

28. Directors & Key Managerial Personnel

1. change in directors

a. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Kumar Jain (DIN: 09196198) Directors will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment. The Board recommends their re-appointment.

b. Shri Arun Kumar Churiwal, (DIN: 00001718) and Shri Ravi Jhunjhunwala (DIN: 00060972) Directors retired by rotation and re-appointed at previous AGM held on 06^th August, 2024.

c. Shri Arun Kumar Churiwal (DIN: 00001718) was re-appointed as Whole time Director designated as Chairman of the Company for 3 years with effect from 1^st September, 2024 at previous AGM held on 06^th August, 2024.

d. Shri Nivedan Churiwal (DIN: 00001749) was reappointed as Managing Director of the Company for 3 years with effect from 26^th July, 2024 at previous AGM held on 06^th August, 2024.

e. Shri Praveen Kumar Jain (DIN: 09196198) was reappointed as Whole time Director designated as Director (Operations) of the Company for 3 years with effect from 7^th June, 2024 at previous AGM held on 06^th August, 2024.

f. Shri Jagdish Chandra Laddha (DIN: 00118527) was re-appointed as Independent Director of the Company for a Second and final term of 5 years with effect from 10^th February, 2025 in previous AGM held on 06^th August, 2024 after taking into consideration the skills, expertise and competencies required for the Board in the context of the business of the Company.

Key Managerial Personnel

During the Financial Year 2024-25, there was no change in the Key Managerial Personnel of the Company.

2. Statement on declaration given by independent directors

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 Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they are Independent of the Management and have registered themselves on Independent Directors Databank and have passed/ exempted from The Indian Institute of Corporate Affairs (IICA) Exams.

3. Annual Evaluation of Board

In compliance with the Companies Act, 2013 and sEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, during the financial year under review, your Board of Directors, Nomination and Remuneration Committee and Independent Directors in their separate Meeting, carried out annual evaluation of performance of Board as well as Board Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy of the Company viz. Leadership & stewardship abilities, Assess policies, structures & procedures, Regular monitoring of corporate results against projections, Contributing to clearly define corporate objectives & plans, Obtain adequate, relevant & timely information, Review achievement of strategic and operational plans, objectives, budgets, Identify, monitor & mitigate significant corporate risks, Directly monitor & evaluate KMPs, senior officials, Review managements Succession Plan, Effective meetings, Clearly defining role & monitoring activities of Committees and Review of ethical conduct etc.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory. More detail on the same is given in the Corporate Governance Report.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Statutory Auditors M/s. SSMS & Associates, Chartered Accountants, confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (LODR) Regulations, 2015, form part of the Annual Report.

30. Particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure V.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure Vi.

31. Transfer of Unpaid and Unclaimed Amounts to investor education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2016-17, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 03/12/2024 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31^st March, 2025, the Company has transferred Rs.3018139.25/- to Investor Education and Protection Fund. During the year, Dividend amount of Rs.214.60 claimed back from IEPF Authority.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2017-18, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act. The company has uploaded the full details of Unpaid Dividend on its website at https://www.bslltd.com/investors.

32. transfer of Unpaid shares to investor education and Protection Fund

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. Business Standard and in Hindi Newspaper i.e. Dainik Navjyoti informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.bslltd.com.

As on 31^st March, 2025, the Company has transferred 255720 no. of shares to IEPF Demat Account which accounts 2.48% of total shareholding of the company. During the year, 58 Shares claimed back from IEPF Authority.

The Company, in pursuance to the IEPF Rules, 2016, will transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice to all concerned shareholders in this regard will be sent at their registered address. The Company will also publish such notice in English Newspaper and Hindi Newspaper to inform the concerned shareholders about the same and will also publish the same on the website of the Company at www.bslltd.com.

33. Secretarial standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1, relating to Meetings of the Board of Directors and SS-2, relating to General Meetings.

34. Other disclosures Under companies Act, 2013

• The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

• The Company has availed unsecured borrowings from Promoters.

• There is no change in the nature of business during the financial year 2024-25.

• The Board of Directors of your Company has proposed not to transfer any amount to the Reserves for the year under review.

• There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

35. Directors Responsibility Statement

36. Acknowledgements