BSL Ltd Directors Report

To The Members,

Your Directors is pleased to present the 53^rd Annual Report together with the Audited Standalone Financial Statements of the Company for the financial year ended on 31^st March 2024.

1. Financial Summary

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind-AS") for the financial year ended March 31,2024 are as under:

				(Rs. in Crore)
Particulars	For the year ended
	31.03.2024		31.03.2023
Turnover - a) Domestic	288.10		231.51
- b) Exports	378.35	666.45	240.23	471.74
Profit before Interest, Depreciation and Tax		65.96		54.39
Less : Financial Expenses		32.77		18.82
Profit before Depreciation and Tax		33.19		35.57
Less : Depreciation &Amortisation		18.26		10.86
Profit before Tax & Exceptional Item		14.93		24.71
Less : Exceptional Item		-		2.15
Profit before Tax		14.93		22.56
Taxation - Current Tax		-		4.27
- Deferred Tax		3.70		1.38
Profit after Tax		11.23		16.91

2. Operational Overview

The division wise performance is as under:

	(Rs. in Crore)
Particulars	for the year ended
	31.03.2024		31.03.2023
	Qty.	Value	Qty.	Value
a) fabrics (Lakh Mtrs.)
- Domestic	86.11	135.73	87.54	150.82
- Exports	100.85	202.10	95.39	202.65
total	186.96	337.83	182.93	353.47
b) Yarn ( MT)
- Domestic	3943	131.56	1856	62.07
- Exports	6625	166.46	1034	35.50
total	10568	298.02	2890	97.57
c) Readymade Garments (No. of Pcs.)
- Domestic	1281	0.18	12911	0.48
Total	1281	0.18	12911	0.48
d) Power
Generation (Lakh Units)	27.05	1.06	25.35	0.99
e) Job Work		19.58		17.14
f) export Incentives		9.78		2.09
grand total		666.45		471.74

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.666.45 Crore as against a turnover of Rs.471.74 Crore of previous year.

The Company has achieved profitability of Rs.11.23 crores as against 16.91 crores in the previous financial year.

3. Modernization and Expansion

Your Directors take pleasure in informing the members that during the year under review, your Company had installed 2 MW Roof top Solar Power Plant for Rs.6.85 Crores under modernization programme. It improves the overall efficiency of production and better utilization of installed capacity resulting to higher profitability.

Your Directors are hopeful that the above modernization, expansion and diversification programme will lead to significant growth in the turnover and profitability of the Company.

4. exports

The Companys Export turnover during the year was Rs.378.35 Crores as against previous year Rs.240.23 Crores, resulting in increase by 57%.

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 @ 10 % i.e. Rs.1.00 per Equity Share of Rs.10/- each for the year ended on 31^st March, 2024. This will absorb an amount of Rs.102.92 Lakhs. A proposal for confirmation of the dividend for the year ended 31 ^st March, 2024 shall be placed before the shareholders at the ensuing Annual General Meeting. The dividend, if approved by the Shareholders in the Annual General Meeting (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 revised the ratings with changes in outlook as follows:

india Ratings & Research

s. No.	instrument Type	Rating/Outlook
1.	Term loan	IND BBB-/Stable
2.	Fund-based working capital facilities	IND BBB-/Stable/IND A3
3.	Non-fund-based facilities	IND A3

8. Contribution to Exchequer

Your Company has contributed an amount of 28.78 Crores as against previous year Rs.28.31 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 (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 for the Year 2023-24

A)	Total unit consumption for 2023-24	619.98 Lakhs Kwh
B)	Green generation
	Solar plant (4.21 mw)	64.32 Lakhs kwh
	Total generation ( solar )	64.32 Lakhs kwh
c)	Total green generation % age	10.37%

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 2023- 24, the Companys 69% of Fiber consumption was of Recycled Fibers and 56% of Fiber consumption was of Recycled Cotton.

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

Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel from Fossil Fuels resulting saving of 20000.77 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) Use of Agro- Fuel in Boiler and Thermopack.

d) More than 12% of energy by renewal sources

e) More than 56% use of Recycled Synthetic 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 52^nd 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 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. M. & Associates, Company secretaries, Jaipur, (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company. Further, M/s V. M. & Associates have confirmed their independence and eligibility under the provisions of the Act and Listing Regulations. The Secretarial Audit Report for financial year 2023-24 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.

14. internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants (FRN: 05341C) as the internal auditors of the Company for the financial year 202324. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and their amendments, if any.

15. Maintenance of cost Records

The Company has maintained required cost accounts and records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013.

16. cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s N.D. Birla & Co., Cost Accountants, (FRN: 000028) as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking members approval

for ratification of the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

17. Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as per Annexure ii.

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

During the year under review, the Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

20. contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the web link as: https:// staticl .squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-Related- Party-Transaction-Policy.pdf

Particulars of Related Parties contracts or arrangements u/s section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed herewith as per Annexure iii.

21. internal financial controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

22. internal control systems

The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Audit committee quarterly reviews the Executive summary on the internal audit findings along with the recommendations and management comments. Further, the Action Taken Report/ Compliances as discussed in the previous meeting is placed in the next meeting along with the detailed report. The Internal Auditors also ensure proper compliance of all policies and

Standard Operating Procedures (SOPs) adopted by the Company. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls.

23. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Companys website at the web link as: https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab 9/1676720960354/6. + Whistle-Blower-Policy.pdf

None of the personnel of the Company have been denied access to the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

24. Nomination & Remuneration Policy

The Nomination and Remuneration Committee recommended the Nomination and Remuneration Policy of the Company which was duly approved by the Board. The Policy reflects on certain guiding principles of the Company such as the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate employees of the quality required to run the Company successfully, Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. It also lay down the criteria for performance evaluation of Independent Directors and other Directors, Board of Directors and Committees of the Board of Directors. The same has been posted on companys Website and can be accessed via Link https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaad d3 76d/16612532 78802/BSL-Nomination-and-Remuneration- Policy.pdf

25. corporate social Responsibility

"During the Financial Year 2023-24, 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.26.71 lakhs on CSR activities.

The details of amount spent and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. 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 recommendations of the Audit Committee were accepted by the Board. No employee was denied access to the Audit Committee.

27. Meetings

During the year, Four Board meetings were held, the dates being 08^th May, 2023, 09^th August, 2023, 06^th November, 2023, and 10^th February, 2024. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Directors & Key Managerial Personnel

1. change in directors

a. Shri Arun Churiwal, (DIN: 00001718) and Shri Ravi Jhunjhunwala (DIN: 00060972) Directors will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their re-appointment.

b. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Jain (DIN: 09196198) Directors retired by rotation and re-appointed at previous Annual General Meeting held on 28th September, 2023.

c. Shri Amar Nath Choudhary (DIN: 00587814), Shri Sushil Jhunjhunwala (DIN: 00082461), Shri Giriraj Prasad Singhal (DIN: 00331849) and Mrs. Abhilasha Mimani (DIN: 06932590) were Independent Directors of the Company since 2014. The second term of all above mentioned Independent Director of the Company ended on 31st March 2024. Accordingly, they have been ceased to be a Director of the Company.

The Board places on record its sincere appreciation, for their valuable contribution & guidance during their term as Independent directors.

d. Based on recommendation of the Nomination and Remuneration Committee in its meeting held on 02nd November, 2023, the Board of Directors at its meeting held on 06th November 2023, appointed Shri Hemant Kamala Jalan (DIN: 00080942), Shri Avinash Todi (DIN: 01970390) and Mrs. Aarti B Aggarwal (DIN: 00152346), as Additional Directors in the category of Independent Director with effect from 06th November 2023 for a period of 5 years subject to the approval of shareholders. The shareholders approved the appointment of all three directors as Independent Director through postal ballot on 20th January, 2024.

Shri Hemant Kamala Jalan holds an undergraduate degree from Indian Institute of Technology Kanpur, a graduate degree from Stanford University and an MBA from The University of Chicago. He is a founder of Indigo Paints Ltd and has experience of more than 23 years. He has been an entrepreneur for most of his professional life. He was previously associated with

AF Ferguson & Co (1980-82) and Sr. Vice President at Vedanta Group of Industries (1996-99). He is also on the Board of Halogen Chemicals Pvt. Ltd., Apple Chemie (India) Private Limited and Zeus Numerix Pvt. Ltd.

Shri Avinash Todi has completed his Bachelor of Engineering in Computer Science and holds a rich experience of over 17 years. He is having technical inclination towards latest IT technologies and Artificial Intelligence and Internet of Things.

Mrs. Aarti B Aggarwal has completed her BA in Political Honours and has vast experience of more than 30 Years in the Leather Garments Industry.

Your Board of Directors believes that Shri Hemant Kamala Jalan, Shri Avinash Todi and Mrs. Aarti B Aggarwal are having requisite integrity, expertise, specialized knowledge, experience, proficiency and their appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

e. Based on recommendation of the Nomination and Remuneration Committee in its meeting held on 24th November, 2023, the Board of Directors through Circular Resolution on 1st December, 2023, appointed Shri Kunal Jhunjhunwala (DIN: 00752437), as an Additional Director in the category of Independent Director with effect from 1st December, 2023 for a period of 5 years subject to the approval of shareholders. The shareholders approved the appointment of Mr. Kunal Jhunjhunwala as Independent Director through postal ballot on 20th January, 2024.

Shri Kunal Jhunjhunwala is a Director of Concord Nonwoven Industries Pvt. Ltd. and has experience of more than 25 years. He has been an entrepreneur for most of his professional life. His experience is very useful for the company.

Your Board of Directors believes that the Shri Kunal Jhunjhunwala has the requisite integrity, expertise, specialized knowledge, experience, proficiency for appointment as Independent Director in the Company.

f. The tenure of Shri Arun Churiwal as Whole time Director designated as Chairman will expire on 31st August, 2024. Based on his performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 01st September, 2024 to 31st August, 2027.

g. The tenure of Shri Nivedan Churiwal as Managing Director will expire on 25th July, 2024. Based on his performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 26th July, 2024 to 25th July, 2027.

h. The tenure of Shri Praveen Jain, Whole Time Director designated as Director (Operations) will expire on 6th June, 2024. Based on his performance evaluation and on

the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of 3 Years from 07th June, 2024 to 06th June, 2027

i. The tenure of Shri Jagdish Chandra Laddha as an Independent Director will expire on 09th February, 2025. Based on the performance evaluation and on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 20th May, 2024 approved his re-appointment for second term of 5 years commencing from 10th February, 2025 after taking into consideration the skills, expertise and competencies required for the Board in the context of the business of the Company. Further, his re-appointment is subject to shareholders approval at the ensuing Annual General Meeting.

A brief profile of Shri Arun Churiwal, Shri Nivedan Churiwal, Shri Praveen Jain and Shri Jagdish Chandra Laddha, together with other related information required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 has been furnished in the Notice convening the 53rd AGM of your Company.

Key Managerial Personnel

During the Financial Year 2023-24, 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 (Listing Obligations and Disclosure Requirements) 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 (Listing Obligations and disclosure Requirements) 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 its own performance 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 Auditors M/s. SSMS & Associates, Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the sEBI (Listing Obligations and disclosure Requirements) 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 2015-16, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 24/11/2023 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31^st March, 2024, the Company has transferred Rs.24,92,853.85/- 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, 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, 2024, the Company has transferred 236592 no. of shares to IEPF Demat Account which accounts 2.29% of total shareholding of the company.

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) 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.

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 31,2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

• There is no change in the nature of business during the financial year 2023-24.

• 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.

• During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

• Details about Risk Management have been given in the Management Discussions & Analysis.

• The Company does not have any subsidiary, joint venture & associate company.

• During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. More detail on the same is given in the Corporate Governance Report.

• There is no change in capital structure of the Company.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

• "Any other disclosure under the Companies Act, 2013 and the rules notified thereunder or the Listing regulations are either NIL or NOT APPLICABLE"

35. Directors Responsibility statement

To the best of our knowledge and belief and according to the information and explanations obtained, we make the following statements in terms of section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

36. disclosure of certain Type of Agreements Binding on company

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company as specified in Schedule III, Para A, Clause 5A of Listing Regulations.

37. Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.

	For and on behalf of the Board of Directors
	For BsL Ltd
Place : Kolkata (W.B.)	ARUN cHURIWAL
Date : 20th May, 2024	chairman
Regd. Office:	DiN:00001718
Post Box No. 16-17,
Mandpam,
Bhilwara-311001 (Rajasthan)