BSL Ltd. — AGM Information 2024

Jul 9, 2024

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PROUD TO BE INDIAN PRIVILEGED TO BE GLOBAL

BSLLtd.

REGO. OFFICE: Post Box No. 16-17 Mandpam, Bhilwara - 311001 (Rajasthan) INDIA Tel. : (91-1482) 245000 E-mail: accounts@bslsuitings.com, Website : www.bslltd.com CIN: L24302RJ1970PLC002266

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www.bslltd.com

REF: BSL/CS/2024-25/ Dated: 09[th ] July, 2024

National Stock Exchange of India Ltd BSE Ltd Listing Department Corporate Relationship Department, Exchange Plaza Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street Bandra (E) Mumbai- 400001 Mumbai- 400 051 NSE Symbol: BSL BSE Scrip Code: 514045

Sub: Notice of 53rd Annual general Meeting (AGM) and Annual Report of the Company for the Financial year 2023-24

Dear Sir,

In terms of Regulation 34( 1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find attached herewith Notice of 53[rd ] Annual General Meeting of BSL LTD. to be held on Tuesday, 06[th ] August, 2024 through Video Conferencing ("VC") I Other Audio Visual Means ("OA VM") alongwith Annual Report for the Financial Year 2023-24.

The same is also uploaded on the Company's Website www.bslltd.com.

Kindly take the same on record and acknowledge.

Thanking You,

Yours Faithfully,

For BSL Limited

Shubham Digitally signed by Shubham Jain Jain Date: 2024.07.09 16:50:06 +05'30'

Shubham'Jain Company Secretary M. No.:-ACS-49973 Enc: a/a

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NOTICE

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BSL LIMITED

CORPORATE IDENTITY NUMBER (CIN): L24302RJ1970PLC002266

Registered Office: Post Box No. 16-17, Mandpam, Bhilwara – 311 001 (Rajasthan), Phone: + 91-1482-245000 Corporate Office: Bhilwara Towers, A-12, Sector – 1, Noida – 201301 (U.P.), Phone: +91-120-4390300 (EPABX), Fax: +91-120-4277841 E-mail: accounts@bslsuitings.com, Website: www.bslltd.com

NOTICE is hereby given that the 53[rd] Annual General Meeting (“AGM”) of the members of BSL LTD will be held on Tuesday, 06[th ] August, 2024 at 04.00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To adopt the audited financial statements of the Company for the financial year ended 31[st ] March, 2024, together with the Reports of the Board of Directors and Auditors thereon.

2. To declare final Dividend on Equity Shares for the financial year 2023-24.

3. To appoint a Director in place of Shri Arun Churiwal (DIN: 00001718), Whole time Director designated as Chairman who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a Director in place of Shri Ravi Jhunjhunwala (DIN: 00060972), Non – Executive Non Independent Director who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

5. To ratify the payment of Remuneration to the Cost Auditors for the Financial Year 2024-25 and in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of 1,00,000/( One Lakh only) plus tax, as applicable and reimbursement of actual out of pocket expenses, to be paid to M/s N. D. Birla & Co. (Firm Registration No. 000028) Cost Accountants, as Cost Auditors to conduct the audit of the cost records maintained by the Company, for the financial year 2024-25, as approved by the Board of Directors of the Company, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. To re-appoint Shri Arun Churiwal (DIN: 00001718) as Whole-time Director designated as Chairman of the Company

and in this regard, to consider and if thought fit, to pass, the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to relevant provisions of the Articles of Association of the Company and all other applicable rules, laws and acts (if any) and subject to all other requisite approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities (if any) while granting such approvals as may be applicable, and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, the consent of the members of the company be and is hereby accorded for the re-appointment of Shri Arun Churiwal (DIN: 00001718), who has attained the age of 74 years, as Whole Time Directors designated as Chairman of the company for a further period of 3 (Three) years with effect from the 1[st] September, 2024 on the terms and conditions including remuneration as mentioned hereunder and also contained in the Agreement to be entered into between the Company and Shri Arun Churiwal notwithstanding the fact that the annual aggregate remuneration payable to Shri Arun Churiwal may exceed the limits prescribed under Regulation 17(6)(e) of the Listing Regulations .”

• 1) Period of Agreement From 1[st] September, 2024 to 31[st] August, 2027

• 2) Name, Position & Shri Arun Churiwal, Whole Time Designation Director designated as Chairman

• 2A) Duties The Chairman shall be subject to the Superintendence, Control and direction of the Board of Directors be entrusted with substantial powers of management and shall have control and be responsible for the general conduct and management of the business affairs of the company.

• 3) Remuneration He shall be entitled to the following emoluments, benefits and perquisites during the period of his employment:

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• A. Salary

• 9,40,000/- (Rupees Nine Lakhs Forty Thousand only) per month in the scale of ( 9,40,000/- - 1,00,000/-11,40,000/-).

• B. Commission Up to 2.00% of Net profits of the Company as may be decided by the Board of Directors from time to time on recommendation of Nomination and Remuneration Committee.

• C. Perquisites In addition to the aforesaid salary, Shri Arun Churiwal shall also be entitled to such perquisites as per Rules of the Company as under:-

PART-A

• i) Housing The expenditure incurred by the company on hiring unfurnished accommodation for the Chairman will be subject to the following ceiling:-

PART-B

• i) Gratuity not exceeding half a month’s salary for each completed year of service.

• ii) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund (as per Company Rules).

• iii) Encashment of leave as per Company Rules.

These benefits shall not be included in the computation of ceiling on remuneration above.

PART-C

• i) Company Car Use of Company car with chauffeur for official purposes. Such use will not be considered as a perquisite.

• ii) Residential & Use of Residential & Mobile Mobile Telephone Telephone for Company’s business. Such use will not be considered as a perquisite.

REIMBURSEMENT OF EXPENSES :

At Kolkata – 50% of the salary.

In case the accommodation is owned by the company, 10% of the salary of the Chairman shall be deducted.

In case no accommodation is provided by the company, the house rent allowance payable to the Chairman shall be subject to the ceiling laid down in para (a) above.

The expenditure incurred by the company on Gas, Electricity, Water and Furnishing will be valued as per the Income Tax Rules 1962. This shall however, be subject to a ceiling of 10% of the salary of the Chairman.

• ii) Medical Expenses incurred for self and family Reimbursement subject to a ceiling of one month’s salary in a year

• iii) Leave Travel For self and his family, once in a year Concession incurred in accordance with the rules specified by the company.

iv) Club Fees Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership fees.

• v) Personal Accident Premium not to exceed ` 5000/- per Insurance annum.

Apart from the remuneration as aforesaid Shri Arun Churiwal shall also be entitled to reimbursement of such expenses as are actually incurred in discharge of his duties efficiently in connection with the business of the Company.

• D. MINIMUM REMUNERATION : Notwithstanding anything to the contrary herein contained where in any financial year, the company has no profits or its profits are inadequate, the company will pay remuneration by way of salary and perquisites as specified under items 3 above as minimum remuneration to Shri Arun Churiwal.

• E. SITTING FEE ETC : No sitting fees shall be paid to Shri Arun Churiwal for attending the meetings of Board of Directors or any committee thereof of the company.

• F. He shall be liable to retire by rotation.

• G. Termination of appointment – The appointment may be terminated by either party giving three months prior notice.

“ RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter or vary the terms and conditions of appointment and/or to vary or increase the remuneration including salary, commission, perquisites, allowances etc. within above prescribed limit or ceiling and the said agreement between the company and Shri Arun Churiwal, Chairman be suitably amended to give effect to such modification, or variation without any further reference to the members for their approval. ”

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“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, things etc. and take all such steps as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution. ”

7. To re-appoint Shri Nivedan Churiwal (DIN: 00001749) as Managing Director of the Company and in this regard, to consider and if thought fit, to pass, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to relevant provisions of the Articles of Association of the Company and all other applicable rules, laws and acts (if any) and subject to all other requisite approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities (if any) while granting such approvals as may be applicable, and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, the consent of the members of the company be and is hereby accorded for the re-appointment of Shri Nivedan Churiwal (DIN: 00001749) as Managing Director of the company for a further period of 3 (Three) years with effect from 26[th] July, 2024 on the terms and conditions including remuneration as mentioned hereunder and also contained in the Agreement to be entered into between the Company and Shri Nivedan Churiwal notwithstanding the fact that the annual aggregate remuneration payable to Shri Nivedan Churiwal may exceed the limits prescribed under Regulation 17(6)(e) of the Listing Regulations.

• 1) Period of Agreement From 26[th] July, 2024 to 25[th] July, 2027

• 2) Name, Position & Shri Nivedan Churiwal, Managing Designation Director

• 2A) Nature of Duties Shri Nivedan Churiwal shall perform and discharge all such duties and responsibilities as may from time to time be assigned and entrusted to him by the Board of Directors. He shall exercise all such powers as may be required by and be granted to him for the proper performance, discharge and execution of his duties and responsibilities.

• 3) Remuneration He shall be entitled to the following emoluments, benefits and perquisites during the period of his employment:

A. Salary

B. Commission

• C. Perquisites

• i) Housing

• ii) Medical Reimbursement

• iii) Leave Travel Concession

iv) Club Fees

• v) Personal Accident Insurance

8,40,000/- (Rupees Eight Lakhs Forty Thousand only) per month in the scale of ( 8,40,000/- - 1,00,000/- 10,40,000/-).

Up to 2.00% of Net profits of the Company as may be decided by the Board of Directors from time to time on recommendation of Nomination and Remuneration Committee.

In addition to the aforesaid salary, Shri Nivedan Churiwal shall also be entitled to such perquisites as per Rules of the Company as under :-

Part-A

The expenditure incurred by the company on hiring unfurnished accommodation for the Managing Director will be subject to the following ceiling :- At Kolkata – 50% of the salary.

In case the accommodation is owned by the company, 10% of the salary of Managing Director shall be deducted by the company.

In case no accommodation is provided by the company, the house rent allowance payable to the Managing Director shall be subject to the ceiling laid down in para (a) above.

The expenditure incurred by the Company on Gas, Electricity, Water and furnishing will be valued as per the Income Tax Rules 1962. This shall however, to be subject to the ceiling of 10% of the salary of Managing Director.

Expenses incurred for self and his family subject to a ceiling of one month’s salary in a year

For self and his family, once in a year incurred in accordance with any rules specified by the company.

Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership fees.

• Premium not to exceed ` 5,000/- per annum.

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• vi) Life Insurance Premium

(SBI Life Insurance Premium not to exceed ` 10,02, 000 Company per annum. Limited)

PNB MetLife Premium not to exceed ` 10,45, 000 India Insurance per annum. Company Limited

Part-B

• i) Gratuity not exceeding half a month’s salary for each completed year of service.

• ii) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund (as per Company Rules).

• iii) Encashment of leave as per Company Rules.

These benefits shall not be included in the computation of ceiling on remuneration above.

Part-C

• i) Company Car Use of Company car with chauffeur for official purposes, such use will not be considered as a perquisite.

• ii) Residential & Use of Residential Telephone for Mobile Telephone Company’s business. Such use will not be considered as a perquisite.

REIMBURSEMENT OF EXPENSES :

Apart from the remuneration as aforesaid Shri Nivedan Churiwal shall also be entitled to reimbursement of such expenses as are actually incurred in discharge of his duties efficiently in connection with the business of the Company.

• 4) Minimum Remuneration : Notwithstanding anything to the contrary herein contained where in any financial year, the company has no profits or its profits are inadequate, the company will pay remuneration by way of salary and perquisites as specified under items 3 above as minimum remuneration to Shri Nivedan Churiwal.

• 5) Sitting Fee Etc :

• No sitting fees shall be paid to Shri Nivedan Churiwal for attending the meetings of Board of Directors or any committee thereof of the Company.

• 6) He shall not be liable to retire by rotation.

• 7) Termination of appointment – The appointment may be terminated by either party giving three months prior notice.

“ RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter or vary the terms and conditions of appointment and/or to vary or increase the remuneration including salary, commission, perquisites, allowances etc. within above prescribed limit or ceiling and the said agreement between

the company and Shri Nivedan Churiwal, Managing Director be suitably amended to give effect to such modification, or variation without any further reference to the members for their approval.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, things etc. and take all such steps as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

8. To re-appoint Shri Praveen Jain (DIN: 09196198) as Whole Time Director designated as Director (Operations) of the Company and in this regard, to consider and if thought fit, to pass, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to relevant provisions of the Articles of Association of the Company and all other applicable rules, laws and acts (if any) and subject to all other requisite approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities (if any) while granting such approvals as may be applicable, and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, the consent of the members of the company be and is hereby accorded for the re-appointment of Shri Praveen Jain (DIN: 09196198) as Whole Time Director designated as Director (Operations) of the company for a further period of 3 (Three) years with effect from 07th June, 2024 on the terms and conditions including remuneration as mentioned hereunder and also contained in the Agreement to be entered into between the Company .

• 1) Period of From 7[th] June, 2024 to 6[th] June, 2027 Agreement

• 2) Name, Position & Shri Praveen Jain, Whole time Director Designation designated as Director (Operations)

• 2A) Duties The Director (Operations) shall be subject to the Superintendence, Control and direction of the Board of Directors be entrusted with substantial powers of management and shall have control over entire operations of the Company and be responsible for the general conduct and management of the business affairs of the company on day to day basis.

• 3) Remuneration He shall be entitled to the following emoluments, benefits and perquisites during the period of his employment:

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• A. Salary (Basic) 6,25,000/(Rupees Six Lakhs Twenty Five Thousand only) per month in the scale of ( 6,25,000/- - 1,50,000/- - 9,25,000/-).

• B. Special Allowance ` 1,50,000/- (Rupees One Lakh Fifty Thousand only) per month.

• C. Commission Up to 0.75% of Net profits of the Company as may be decided by the Board of Directors from time to time on recommendation of Nomination and Remuneration Committee.

• D. Perquisites In addition to the aforesaid salary, Shri Praveen Jain shall also be entitled to such perquisites as per Rules of the Company as under:-

PART-A

• i) Housing a) The expenditure incurred by the company on hiring unfurnished accommodation for the Director (Operations) will be subject to the following ceiling :-

  • At Bhilwara – 25% of the Basic salary.

• b) In case the accommodation is owned by the company, 10% of the salary of the Director (Operations) shall be deducted.

In case no accommodation is provided by the company, the house rent allowance payable to the Director (Operations) shall be subject to the ceiling laid down in para (a) above.

The expenditure incurred by the company on Gas, Electricity, Water and Furnishing will be valued as per the Income Tax Rules 1962. This shall however, to be subject to a ceiling of 10% of the salary of the Director (Operations).

• ii) Medical Expenses incurred for self and family Reimbursement subject to a ceiling of 5% of Basic salary in a year.

• iii) Leave Travel For self and his family, once in a year Concession subject to a ceiling of 5% of Basic salary in a year.

• iv) Club Fees Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership fees.

• v) Personal Premium not to exceed ` 5000/- per Accident annum. Insurance

PART-B

• i) Gratuity not exceeding half a month’s salary for each completed year of service.

• ii) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund (as per Company Rules).

• iii) Encashment of leave as per Company Rules.

These benefits shall not be included in the computation of ceiling on remuneration above.

PART-C

• i) Company Car Use of Company car with chauffeur for official purposes. Such use will not be considered a perquisite.

• ii) Residential & Use of Residential & Mobile Mobile Telephone Telephone for Company’s business. Such use will not be considered a perquisite.

REIMBURSEMENT OF EXPENSES :

Apart from the remuneration as aforesaid Shri Praveen Jain shall also be entitled to reimbursement of such expenses as are actually incurred in discharge of his duties efficiently in connection with the business of the Company.

E. MINIMUM REMUNERATION :

Notwithstanding anything to the contrary herein contained where in any financial year, the company has no profits or its profits are inadequate, the company will pay remuneration by way of salary and perquisites as specified under items 3 above as minimum remuneration to Shri Praveen Jain.

F. SITTING FEE ETC :

No sitting fees shall be paid to Shri Praveen Jain for attending the meetings of Board of Directors or any committee thereof of the company.

• G. He shall be liable to retire by rotation.

• H. Termination of appointment – The appointment may be terminated by either party giving three months prior notice.

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter or vary the terms and conditions of appointment and/or to vary or increase the remuneration including salary, commission, perquisites, allowances etc. within above prescribed limit or ceiling and the said agreement between the company and Shri

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Praveen Jain, Director (Operations) be suitably amended to give effect to such modification, or variation without any further reference to the members for their approval.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, things etc. and take all such steps as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

9. To re-appoint Shri Jagdish Chandra Laddha (DIN: 00118527), as an Independent Director for a Second and final term of five years and in this regard, to consider and if thought fit, to pass, the following resolution as a Special Resolution:.

• “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and pursuant to the relevant provisions of Articles of Association of Company and on the basis of performance evaluation and the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the consent of the members be and is hereby accorded re-appointment of Shri Jagdish Chandra Laddha (DIN: 00118527) whose current term is expiring on 09th February, 2025 and will attain the age of 75 years who has submitted a declaration confirming that he meets the criteria of Independence prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, as an Independent Director of the Company, and who is eligible for re-appointment as an Independent Director of the Company be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (five) consecutive years commencing from 10th February, 2025 up to 9th February, 2030 and who shall not be liable to retire by rotation.”

“ RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of Listing Regulations and other applicable provisions if any, the consent of the members of the Company be and is hereby accorded to continue the directorship of Shri Jagdish Chandra Laddha (DIN: 00118527) who will attain the age of 75 Years in December, 2024 (Date of Birth - 12/12/1949) as an Independent Director of the company till the expiry of his term of office.”

“ RESOLVED FURTHER THAT Shri Jagdish Chandra Laddha (DIN: 00118527) shall be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, things etc. and

take all such steps as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

Place : Bhilwara (Rajasthan) Date : 20[[th ]] May, 2024

Place : Bhilwara (Rajasthan) By order of the Board Date : 20[[th ]] May, 2024 For BSL Limited Regd. Office: (SHUBHAM JAIN) Post Box No. 16-17, Company Secretary Mandpam, M. No.: ACS-49973 Bhilwara-311001 (Rajasthan)

NOTES:

1. The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out material facts concerning the business under Item Nos. 5 to 9 of the accompanying Notice, is annexed hereto. The Explanatory Statement also contains the relevant details of the Directors as required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations”) and Secretarial Standard – 2 (“SS-2”) on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”).

2. Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 20/2020, 10/2022 and 09/2023 dated 5th May 2020, 28th December 2022 and 25[th] September, 2023, respectively, and other circulars issued in this respect (“MCA Circulars”) allowed, inter-alia, conduct of AGMs through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility without the physical presence of members at a common venue. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 (“SEBI Circulars”) have provided the relaxation from compliance of Regulation 36(1)(b) and Regulation 44(4) of Listing Regulations. (The MCA Circulars and SEBI Circulars shall hereinafter be collectively referred to as “ Applicable Circulars” ). Accordingly, the 53[rd ] AGM of the Company shall be conducted through VC/ OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM and physical presence of members is not requires at a common venue. The deemed venue for the 53[rd] AGM shall be the Registered Office of the Company at Post Box No. 16-17, Mandpam, Bhilwara-311001, Rajasthan.

3. In accordance with the Section 108 of the Act, read together with the Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company has provided remote e-voting facility to all the Members of the Company in respect of the businesses to be transacted at the AGM. The Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating participation by the Members at the AGM through VC/OAVM and remote e-voting (including e-voting during the AGM). Members can join the AGM in VC/OAVM mode 15 minutes before and after the scheduled time for commencement of meeting. In accordance with the Applicable Circulars, the VC/OAVM will have a capacity to allow 1000 members to participate in the AGM and such participation shall be on a first-come-first-served

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basis. The instructions for participation by the Members and for remote e-voting including e-voting during the AGM are given separately in the subsequent paragraphs. Further, the attendance of the Members participating in the 53[rd] AGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act read with Applicable Circulars. However in case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names will be entitled to vote at the AGM through e-voting.

1. Since the physical attendance of Members has been dispensed with in terms of Applicable Circulars, there is no requirement for appointment of proxies. Accordingly, the facility of appointment of proxies by the Members under Section 105 of the Act is not available for this 53[rd] AGM and hence the Proxy Form and Attendance Slip are not annexed hereto . Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto .

2. Corporate/Institutional Shareholders (i.e., other than individuals / HUF, NRI, etc.) are requested to send at bslagm@bslsuitings.com, a duly certified copy (PDF/JPEG format) of the Board Resolution authorizing their representative to attend and vote at the Annual General Meeting, pursuant to Section 113 of the Act.

3. Non-Resident Indian members are requested to inform RTA immediately about:

4. a. the change in the residential status on return to India for permanent settlement; and

5. b. the particulars of the bank account(s) maintained in India with complete name, branch, and account type, account number and address of the bank, if not furnished earlier.

Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM.

All documents referred to in the Notice will also be available electronically for inspection during hours on all business days without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to bslagm@bslsuitings.com

1. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 31[st] July, 2024 to Tuesday, 06[th ] August, 2024 (both days inclusive) for annual closing and for determining the entitlement of the shareholders to the dividend for the financial year 2023-24 as recommended by the Board of Directors of the Company, if declared by the members at the AGM.

2. The Company’s Registrar and Transfer Agent (RTA) for its Share Registry Work (Physical and Electronic) is MCS

3. Share Transfer Agent Limited, having its office at F-65, First Floor, Okhla Industrial Area, Phase-I, New Delhi-110020, Phone: 011-41406149 – 52, Fax: 011-41709881, E-mail Id: helpdeskdelhi@mcsregistrars.com.

4. The SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore, requested to submit their PAN to their depository participant(s). Members holding shares in physical form are required to submit their PAN details to the Registrar and Share Transfer Agent i.e. MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase I, New Delhi - 110020 and/or send the documents at admin@mcsregistrars.com or helpdeskreply@mcsregistrars.com. Members are requested to mention their folio number/client ID in all communications with the Company.

5. To support the ‘Green Initiative’ and also to receive the copies of AGM notice and other communication from the Company, members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Registrar and Share Transfer Agent in case the shares are held by them in physical form.

11. Members are requested to:

1. Quote their Identification number/ folio number in all correspondence with the Company/ Registrar & Share Transfer Agent (RTA).

2. Notify immediately any change in their address and their mandate, at the Registered Office of the Company / Registrar & Share Transfer Agent (RTA).

3. Members who hold shares in physical form in multiple folios, in identical names or joint holding in the same order of names are requested to send share certificates to Share Transfer Agent of the Company, for consolidation into a single folio.

4. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated 16th March 2023 (subsumed as part of the SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May 2024), in supersession of earlier Circular(s) issued on the subject, has prescribed common and simplified norms for processing investor service requests by RTAs and norms for furnishing PAN, KYC (contact details, bank details and specimen signature), and nomination details.

As per the said Circular, it is mandatory for the shareholders holding securities in physical form to, inter alia, furnish PAN, KYC, and nomination details. Physical folios wherein the said details are not available would be eligible for lodging grievance or any service request only after registering the required details. Any payments including dividend in respect of such folios shall only be made electronically with effect from 1st April 2024 upon registering the required details.

The Company has sent individual letters to all the shareholders holding shares of the Company in physical form for furnishing

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their PAN, KYC, and nomination details on 27[th] June, 2024. The relevant Circular(s) and necessary forms in this regard have been made available on the website of the Company www.bslltd.com and also at www.mcsregistrars.com

• Accordingly, the members are advised to register their details with the RTA or DPs, in compliance with the aforesaid SEBI guidelines for smooth processing of their service requests and trading without any hindrance.

• In accordance with the provision of Regulation 40 of the Listing Regulations, effective from April 1, 2019 and SEBI notification dated January 24, 2022, transfers of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding and participate in corporate actions. Members can contact the Company or Company’s Registrar and Share Transfer Agent i.e. MCS Share Transfer Agent Limited, for assistance in this regard.

• The members desirous of appointing their nominee as per section 72 of the Companies Act, 2013 for the Equity Shares held by them in physical may apply in the nomination form (Form No. SH 13) and if a member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the requisite application in Form ISR-3 or SH-14, as the case may be. The said forms can be procured from the Registrar and Share Transfer Agent, “M/s MCS SHARE TRANSFER AGENT LTD” and also available on the website of the Company www.bslltd.com. The Members holding shares in demat form may contact their respective depository participants for making such nominations.

• SEBI vide its notification dated 24th January 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, the members are advised to dematerialise their holdings. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated 25th January 2022 (subsumed as part of the SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May 2024) has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed dividend account; exchange of securities certificate; sub-division of securities certificate; consolidation of securities certificates/folios; transmission and transposition (Form – ISR – 4 & 5). Accordingly, Members are requested to make service requests by submitting a duly filled in and signed Forms as mentioned, to MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase I, New Delhi–110020 E-mail: admin@mcsregistrars.com or helpdeskreply@mcsregistrars.com and also available on the website of the Company www.bslltd.com.

• The recorded transcript of the 53[rd ] AGM shall also be made available on the website of the Company www.bslltd.com, as soon as possible after the Meeting is over.

18. Electronic dispatch of Annual Report and process for registration of email address for obtaining copy of Annual Report:-

1. In accordance with the Applicable Circulars referred to in Note No.2 above the Company is sending the Annual Report along with AGM Notice through electronic mode to those members whose email addresses are registered with the Company or Depository Participant(s). The Notice calling the 53[rd ] AGM of the Company and Annual Report for the year 2023-24 has been uploaded on the website of the Company at www.bslltd.com. The said Notice and Annual Report can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com and are also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

2. Members are requested to provide their email addresses and bank account details to Registrar and Share Transfer Agent i.e. MCS Share Transfer Agent Limited of the Company or Depository Participants (DP). The process of registering the same is mentioned below:

In case Physical shareholding

Send a duly signed request letter in Form ISR-1along with supporting documents to the RTA of the Company i.e.MCS Share Transfer Agent Limited (Unit: BSL LTD), F-65, First Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 or scanned copy on email athelpdeskdelhi@mcsregistrars. com and provide the following details/ documents for registering email address: a)Folio No.,b)Name of shareholder, c)Email ID,d)Copy of PAN card (self-attested),e)Copy of Aadhar (self- attested)f)Copy of share certifcate (front and back).

Following additional details/ documents need to be provided in case of updating Bank Account details:a)Name and Branch of the Bank in which you wish to receive the dividend,b)the Bank Account type, c) Bank Account Number,d)MICR Code Number,e)IFSC Code, andf)Copy of the cancelled cheque bearing the name of the frst shareholder.

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In case Demat Please contact your Depository Shareholding Participant (DP) and register your email address and bank account details in your demat account, as per the process advised by your DP.

In case of any queries /difficulties in registering the email address, members may write to admin@mcsregistrars.com or helpdeskdelhi@mcsregistrars.com.

19. Procedure for inspection of documents:-

• The relevant documents referred to in the AGM Notice are open for inspection to the Members of the Company at the Registered Office and Corporate Office of the Company during the normal business hours of the Company upto the date of AGM except the Sundays and Holidays. Further, the above said document referred to in the Notice will also be available on the website of the Company for inspection upto the date of the AGM.

• The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, shall be available electronically for inspection by the members during the AGM upon login at NSDL e-voting system.

20. Procedure for members for remote e-voting and joining Annual General Meeting through VC/OAVM are as under:-

• i. The remote e-voting period begins on Friday, the 02[nd ] August, 2024 at 9:00 A.M. and ends on Monday, the 05[th ] August, 2024 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the Cut- Off date i.e. Tuesday, the 30[th] July, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paidup equity share capital of the Company as on the Cut-Off date, being i.e. Tuesday, the 30[th] July, 2024.

• ii. Once the vote on a resolution(s) is cast by the Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

• iii. The Members, who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting, but shall not be entitled to cast their vote again.

• iv. The Members attending the Meeting, who have not cast their vote through remote e-voting shall be able to exercise their voting rights during the Meeting also .

• v. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended), SS-2 and in accordance with the

• Applicable Circulars referred to in Note No.2, the Company is providing facility of remote e-voting as well as e-voting during the AGM to its Members in respect of the business to be transacted at the AGM through NSDL.

• vi. Members, who acquire shares of the Company after dispatch of the notice and hold shares as on the CutOff Date i.e. Tuesday, the 30[th] July, 2024 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or admin@mcsregistrars.com or helpdeskdelhi@mcsregistrars.com. Individual Demat Account Holder may follow the process mentioned in Step 1: Access to NSDL e-Voting system.

• vii. The details of the process and manner for remote e-voting are explained herein below:-

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in

demat mode is given below:

Type of shareholders	Login Method

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Individual	1.	ExistingIDeASuser can visit the			2.	If you are not registered for
Shareholders		e-Services website of NSDL Viz.				IDeAS e-Services, option
holding securities		https://eservices.nsdl.com either				to register is available at
in demat mode with NSDL.		on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section				h t t p s : / / e s e r v i c e s . n s d l . c o m . Select “Register Online for IDeAS Portal” or click at h t t p s : / / e s e r v i c e s . n s d l . c o m /
		, this will prompt you to enter your				SecureWeb/IdeasDirectReg.jsp
		existing User ID and Password. After successfulauthentication, you will be able to see e-Voting services under Value added services. Click			3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.
		on“Access to e-Voting”under				evoting.nsdl.com/ either on a
		e-Voting services and you will be				Personal Computer or on a mobile.
		able to see e-Voting page. Click on				Once the home page of e-Voting
		company name ore-Voting service				system is launched, click on the icon
		provider i.e. NSDLand you will				“Login” which is available under
		be re-directed to e-Voting website				‘Shareholder/Member’ section. A
		of NSDL for casting your vote				new screen will open. You will
		during the remote e-Voting period or joining virtual meeting & voting during the meeting.				have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
						and a Verifcation Code as shown
						on the screen. After successful
						authentication, you will be
						redirected to NSDL Depository site
						wherein you can see e-Voting page.
						Click on company name ore-Voting
						service provider i.e. NSDLand
						you will be redirected to e-Voting
						website of NSDL for casting your
						vote during the remote e-Voting
						period or joining virtual meeting &
						voting during the meeting.
					4.	Shareholders/Members can also
						download NSDL Mobile App
						“NSDL Speede” facility by scanning
						the QR code mentioned below for
						seamless voting experience.

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Individual 1. Users who have opted for CDSL Easi Shareholders / Easiest facility, can login through holding securities their existing user id and password. in demat mode Option will be made available to with CDSL reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia. com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

2. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual You can also login using the login Shareholders credentials of your demat account (holding securities through your Depository Participant in demat mode) registered with NSDL/CDSL for e-Voting login through facility. Upon logging in, you will be able their depository to see e-Voting option. Click on e-Voting participants option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comor contact at toll free no. 1800 22 55 33

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you

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can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

Physical Your User ID is:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. b) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

steps mentioned below in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on

NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

8. (ii) If your email ID is not registered, please follow

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General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs.vmanda@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to (Ms. Pallavi Mhatre – Senior Manager) at evoting@nsdl.co.in or at telephone nos. (022) 2499 6000/ (022) 2499 4738. Alternatively, Members may also write to Mr. Shubham Jain, Company Secretary, BSL Limited, Post Box No. 16-17, Mandpam, Bhilwara-311001 (Rajasthan) or at the email id: bslagm@bslsuitings.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to bslagm@bslsuitings.com.

2. In case shares are held in demat mode, please provide DPIDCLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to bslagm@bslsuitings.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting

facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have

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• questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at bslagm@bslsuitings.com. The same will be replied by the company suitably.

• Facility of joining the AGM through VC/OAVM shall remain open 15 minutes before and after the schedule time of commencement of the meeting.

PROCEDURE FOR RAISE QUESTIONS/SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:-

• a. Members, who would like to express their views/ have questions may send their questions in advance from their registered email address, mentioning their name, DP ID and Client ID number / folio number and mobile number, to reach the Company’s email address bslagm@bslsuitings.com at least 7 days in advance before the start of the meeting i.e. Tuesday, the 30th July, 2024 by 02:00 P.M. Such questions by the Members shall be taken up during the meeting and replied by the Company suitably. The Company reserves the right to restrict the number of questions depending on the availability of time as appropriate for smooth conduct of the AGM.

• b. Members, who would like to express their views/ask questions during the 53[rd] AGM, may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company’s email address bslagm@bslsuitings.com at least 7 days in advance before the start of the 53[rd] AGM i.e. by Tuesday, the 30th July, 2024 by 02:00 P.M. Those Members who have registered themselves as a speaker shall be allowed to ask questions during the 53[rd] AGM, depending upon the availability of time.

• c. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

ANNOUNCEMENT OF VOTING RESULT OF AGM:-

• i. CS Manoj Maheshwari (FCS: 3355), Practising Company Secretary, has been appointed as the Scrutinizer and failing him FCS Sunita Manish Agarwal (FCS: 11024), Practising Company Secretary, as Alternate Scrutinizer, to scrutinize the remote e-voting and polling process to be carried out at this AGM in a fair and transparent manner

• ii. The Scrutinizer shall make not later than Two Working days of the conclusion of the Annual General Meeting a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, and submit to the Chairman or a person authorized by him who shall countersign the same and declare the result of the voting forthwith. Subject to the receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting i.e. 06[th] August, 2024.

• iii. The results shall be declared along with the Scrutinizer’s Report and shall be placed on the Company’s website www.bslltd.com and on the website of NSDL http://www.evoting.nsdl.com immediately after the results is declared and will simultaneously be forwarded to BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed.

DIVIDEND INFORMATION:-

1. The Dividend on equity shares for the financial year 2023-24, as recommended by the Board of Directors, if declared at the AGM, would be paid/credited within thirty days subject to deduction of tax at source, directly in electronic mode through National Automated Clearing House (NACH) to the members whose name appear on the Company’s Register of Members as on the closing business hours on Tuesday, the 30th July, 2024 and whose bank mandate are registered in the records of the Depository Participants / RTA. For members whose bank mandate are not updated with the Depository Participants / RTA as on the book closure date, demand draft or warrants or cheque shall be sent through post.

2. Members holding shares in physical form and desirous of availing the facility of electronic remittance are requested to provide their latest bank account details (Core Banking Solutions Enabled Account Number, 9-digit MICR and 11-digit IFS Code), along with their Folio Number, to the Company’s Registrar and Share Transfer Agent - M/s. MCS Share Transfer Agent Limited. Members holding shares in electronic form are requested to provide the said details to their respectiveDepository Participants.

3. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members.

4. Members holding shares in physical form are requested to advise any change of address immediately to the Company’s Registrar and Share Transfer Agent. Members holding shares in electronic form must send the advice about change in address to their respective Depository Participant only and not to the Company or the Company’s Registrar and Share Transfer Agent.

5. Members are requested to note that in accordance with Sections 124 and 125 of Act and rules made thereunder, dividends remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Companies unpaid dividend account are required to be transferred to the IEPF. Accordingly, the dividends remaining unclaimed or unpaid up to the financial year ended 31[st] March, 2016 have been transferred to IEPF. The detail of unclaimed dividend transferred to IEPF is available on the website of the Company www.bslltd.com. Members may further note that the dividend paid in respect of Financial Year

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2016-17 declared by the Company is due to be transferred to the IEPF on 01[st] November, 2024 and will be transferred on or before 30[th] November, 2024. The same can however be claimed by the members by 01[st] November, 2024. The details of unclaimed dividend to be transferred to IEPF on 01[st] November, 2024 are available on the website of the Company www.bslltd.com. The Company has already informed the concerned shareholders individually to claim the unpaid/unclaimed dividend.

1. Members may further note that in accordance with Section 124 and 125 of the Act and rules made thereunder, all shares on which dividend remain unclaimed for seven consecutive years will be transferred to IEPF as per Section 124 of the Act and the applicable rules. The details of the shares on which dividend remain unclaimed for seven consecutive years and which were transferred to IEPF and the details of shares which will be transferred to IEPF are available on the website of the Company www.bslltd.com. The individual notices had also been sent to the concerned shareholders by speed post/registered post.

TDS ON DIVIDEND:-

Members may note that the Income Tax Act, 1961 (“IT Act”) , as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1[st] April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of Dividend, if declared by the Shareholders at the AGM. The TDS rate would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Company. In order to enable the Company to determine the appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961. Members are requested to complete and/or update their Residential Status, PAN and Category as per the IT Act with their DPs or in case shares are held in physical mode, with the Company bysending email to our RTA at admin@mcsregistrars.com or helpdeskdelhi@mcsregistrars.com.

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by sending an email to bslagm@bslsuitings.com latest by 30[th] July, 2024.

Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Nonresident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to bslagm@bslsuitings.com. The aforesaid declarations and documents need to be submitted by the shareholders latest by 30[th] July, 2024.

A separate email communication informing the shareholders regarding this change in the Income-Tax Act, 1961 as well as the relevant procedure to be adopted for submission of necessary

declarations / documents by them to avail the applicable tax rate has been sent by the Company to all the shareholders on 27[th] June, 2024 and copy of the said communication is also available on the website of the Company www.bslltd.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (‘The Act”)

Item No. 5

The Board of Directors in their meeting held on 20[th] May, 2024, approved the appointment and remuneration of M/s N. D. Birla & Co. Cost Accountants, (Firm Registration No 000028) as Cost Auditor of the Company on recommendations of the Audit Committee as per Section 148 of the Companies Act, 2013 and rules made thereunder. The appointment has been made to conduct the audit of the cost records of the Company for the financial year ending on 31[st ] March, 2025.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 1,00,000/- (One Lakh Rupees Only) plus applicable GST and reimbursement of out of pocket expenses at actual payable to the Cost Auditors as approved by Board of Directors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending on 31[st] March, 2025.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.

Item No. 6

Shri Arun Churiwal was appointed as Director of the Company w.e.f. 4[th] November 1977. He was appointed as Chairman & Managing Director w.e.f. 1[st] September, 1997.

The Members of the Company had, by a resolution passed at the Annual General Meeting held on 18[th] September, 2012, approved his re-appointment as Chairman and Managing Director for a further period of five years from 1[st ] September, 2012. Further, the member of the Company has re-appointed him for three years from 1[st] September, 2017 to 31[st] August, 2020. Further, the members of the company have re-appointed him for one year from 1[st] September, 2020 to 31[st] August, 2021. After that, the members at their meeting held on 28[th] September, 2021 reappointed him as Whole time Director designated as Chairman for three years from 1[st] September, 2021 to 31[st] August, 2024.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 20[th ] May, 2024, have approved the re- appointment and payment of remuneration of Shri Arun Churiwal (DIN: 00001718) as Whole Time Director designated as Chairman of the Company, liable to retire by rotation in terms of

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Sections 152 of the Companies Act, 2013, for a period of three years with effect from 1[st] September, 2024 to 31[st] August, 2027, subject to the approval of members. The Board considered the feedback/views of Nomination and Remuneration Committee on the performance evaluation of Shri Arun Churiwal, Chairman of the Company while approving his re-appointment and payment of remuneration, for a period of 3 (three) years subject to the approval of members of the Company.

Members may also note that proposed remuneration as set forth in the resolution is in accordance with and within the limits of Schedule V and applicable provisions of the Companies Act, 2013 (the Act) and the annual aggregate remuneration payable to Shri Arun Churiwal may exceed the limits prescribed under Regulation 17(6)(e) of the Listing Regulations and he will also attained 74 years of age therefore it require approval of shareholders by way of Special Resolution. The other Terms and Conditions of his re-appointment are set out in the resolution.

Shri Arun Churiwal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Shri Arun Churiwal is not debarred from holding the office of Director,

pursuant to any SEBI order or any other such authority.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. The Board commends the resolution at Item No. 6 for your approval as a Special Resolution.

Details of Shri Arun Churiwal are provided in the “Annexure-I” to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (the listing Regulations) and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Information pursuant to Para A of Section II of Part II of the Schedule V to the Companies Act, 2013 are provided in the “Annexure-II”.

None of the Directors & Key Managerial Personnel of the Company, including their relatives except Shri Arun Churiwal being the appointee himself and Shri Nivedan Churiwal, Managing Director of the Company, being son of Shri Arun Churiwal, are in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 6.

Item No. 7

Shri Nivedan Churiwal was appointed as Director of the Company on 26[th] July, 1997. Shri Nivedan Churiwal, was re-appointed as Executive Director of the company at Annual General Meeting held on 18[th] September, 2012 for the period of five years from 26[th] July, 2012 to 25[th] July, 2017. The Board of Directors at its meeting held on 23[rd] April 2014 have re-designated him as Whole Time Director and Joint Managing Director of the Company on existing terms and conditions of his appointment as approved by the Shareholders in Annual General Meeting held on 18[th] September, 2012. Further, the

member of the Company has reappointed him for three years from 26[th] July, 2017 to 25[th] July, 2020. Further, the members of the company have re-appointed him for one year from 26[th] July, 2020 to 25[th] July, 2021. After that, the members at their meeting held on 28[th] September, 2021 re-appointed him as Managing Director for 3 (three) years from 26[th] July, 2021 to 25[th] July, 2024.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 20[th] May, 2024, have approved the re- appointment and payment of remuneration of Shri Nivedan Churiwal (DIN: 00001749) as Managing Director of the Company, not liable to retire by rotation in terms of Sections 152 of the Companies Act, 2013, for a period of three years with effect from 26[th] July, 2024 to 25[th] July, 2027, subject to the approval of members. The Board considered the feedback/views of Nomination and Remuneration Committee on the performance evaluation of Shri Nivedan Churiwal, Managing Director of the Company while approving his re-appointment and payment of remuneration, for a period of 3 (three) years subject to the approval of members of the Company.

Members may also note that proposed remuneration as set forth in the resolution is in accordance with and within the limits of Schedule V and applicable provisions of the Companies Act, 2013 (the Act) and the annual aggregate remuneration payable to Shri Nivedan Churiwal may exceed the limits prescribed under Regulation 17(6)(e) of the Listing Regulations therefore it require approval of shareholders by way of Special Resolution. The other Terms and Conditions of his reappointment are set out in Resolution.

Shri Nivedan Churiwal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Shri Nivedan Churiwal is not debarred from holding the office of Director, pursuant to any SEBI order or any other such authority.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. The Board commends the resolution at Item No. 7 for your approval as a Special Resolution.

Details of Shri Nivedan Churiwal are provided in the “Annexure-I” to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (the listing Regulations) and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Information pursuant to Para A of Section II of Part II of the Schedule V to the Companies Act, 2013 are provided in the “Annexure-II”.

None of the Directors & Key Managerial Personnel of the Company including their relatives except Shri Nivedan Churiwal being the appointee himself and his relatives and Shri Arun Churiwal, Whole time Director designated as Chairman of the Company being father of Shri Nivedan Churiwal, are in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 7.

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Item No. 8

Shri Praveen Jain was appointed as Whole time Director designated as Director (Operations) of the Company on 07[th] June, 2021. After that, the members at their meeting held on 28[th] September, 2021 appointed him as Whole time Director designated as Director (Operations) for 3 (three) years from 07[th] June, 2021 to 06[th] June, 2024.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 20[th] May, 2024, have approved the re- appointment and payment of remuneration of Shri Praveen Jain (DIN: 09196198) as Whole time Director designated as Director (Operations) of the Company, liable to retire by rotation in terms of Sections 152 of the Companies Act, 2013, for a period of three years with effect from 07[th] June, 2024 to 06[th] June, 2027, subject to the approval of members. The Board considered the feedback/views of Nomination and Remuneration Committee on the performance evaluation of Shri Praveen Jain, Whole Time Director designated as Director (Operations) of the Company while approving his re-appointment and payment of remuneration, for a period of 3(three) years subject to the approval of members of the Company.

Members may also note that proposed remuneration as set forth in the resolution is in accordance with and within the limits of Schedule V and applicable provisions of the Companies Act, 2013 (the Act) and it therefore, require approval of shareholders by way of Special Resolution. The other Terms and Conditions of his re-appointment are set out in Resolution.

Shri Praveen Jain is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Shri Praveen Jain is not debarred from holding the office of Director, pursuant to any SEBI order or any other such authority.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. The Board commends the resolution at Item No. 8 for your approval as a Special Resolution.

Details of Shri Praveen Jain are provided in the “Annexure-I” to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (the listing Regulations) and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Information pursuant to Para A of Section II of Part II of the Schedule V to the Companies Act, 2013 are provided in the “Annexure-II”.

Save and except Shri Praveen Jain and his relatives to the extent of their Shareholding interest, if any, in the Company, none of the other Directors/Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 8.

Item No. 9

Shri Jagdish Chandra Laddha (DIN: 00118527) is currently an Independent Director of the Company, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee.

Shri Laddha was appointed as an Independent Director of the Company by the Members at the 49[th] Annual General Meeting of the Company held on 29th September, 2020 for a period of five (5) consecutive years commencing from 10th February, 2020 to 9th February, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (NRC), taking into consideration the skills, expertise and competencies required for the Board in the context of the business of the Company and based on the performance evaluation has recommended to the Board that Shri Laddha’s qualifications and the rich experience of over four decades in Textile Industry and the above mentioned areas meets the skills and capabilities required for the role of Independent Director of the Company.

Based on the recommendation of the NRC, the Board of Directors at its Meeting held on 20th May, 2024, has proposed the re-appointment of Shri Laddha as an Independent Director of the Company for a second term commencing from 10th February, 2025 to 09th February, 2030, not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

Shri Jagdish Chandra Laddha shall attain the age of 75 years on December 12, 2024. The Board considers the recommendation of Nomination and Remuneration Committee and accordingly pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), and based on his skills, rich experience, knowledge, contributions, continued valuable guidance to the management made by him during his tenure and outcome of performance evaluation of the Independent Directors, consent of the Members is sought for continuation of appointment of Shri Jagdish Chandra Laddha as Independent Directors of the Company for the second term of 5 (five) years commencing from 10[th] February, 2025 to 09[th] February, 2030 and he will not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

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Annexure - I

Details of Directors eligible for re-appointment/appointment and fixation of remuneration pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are provided herein below:

Name of Director	Ravi Jhunjhunwala	Arun Churiwal	Nivedan Churiwal	Praveen Jain	Jagdish Chandra Laddha
Category	Promoter - Non - Executive	Promoter - Executive	Promoter - Executive	Non - Promoter - Executive	Independent - Non - Executive
Date of Birth	28thOctober, 1955	15thMay, 1950	17thJuly, 1975	03rdSeptember, 1965	12thDecember, 1949
Age	69 Years	74 Years	49 Years	59 Years	74 Years
DIN	00060972	00001718	00001749	09196198	00118527
Nationality	Indian	Indian	Indian	Indian	Indian
Qualifcation	B.Com, (Hons.) MBA	B.A. (Hons)	B.Com (Hons.)	B.Sc., FCA, FCS, FCMA, DBF	B.Com., FCA
Date of frst appointment on the Board	16/10/1993	04/11/1977	26/07/1997	07/06/2021	10/02/2020
Brief Resume and Experience and Expertise in specifc functional areas	Shri Ravi Jhunjhunwala, age 68 years had done B.com (Hons) and MBA and had joined the Board in 1993 as Non-Executive Director of the Company. He has been associated with the Company for around last 31 years. He is the Chairman, Managing Director and CEO of HEG Limited, which is one of the entities of LNJ Bhilwara Group. He is Director on Board of various Companies, including listed entities. He has vast experience of around more than 45 Years’ as an Industrialist with diversifed business experience.	Shri Arun Churiwal, age 74 Years has done B.A. (Hons) and was appointed as Director of the Company w.e.f. 4th November 1977. He was appointed as Chairman & Managing Director w.e.f. 1st September, 1997. He is having more than 47 Years’ of Rich Experience in Textile Industry as an Industrialist. He is also Directorships on Board of other listed entities. He has led the company to the highest standards of corporate governance with enhanced disclosures and high level engagement with key stakeholders.	Shri Nivedan Churiwal, age 49 Years has done B.Com (Hons) and was appointed as Director of the Company w.e.f. 4th November 1997. He was appointed as Managing Director w.e.f. 26th July, 2021. He is having more than 27 Years’ experience in Textile Industry as an Industrialist with diversifed business Expertise.	Shri Praveen Jain, age 59 Years is a fellow member of all three renowned professional institutes ICAI, ICSI & ICMAI. He started his career as Management trainee at BSL Ltd. during 1987 and was elevated from time to time as Company Secretary, CFO and President of the Company. He is associated with Company for more than three decades. He has worked for all the departments of the company and gained tremendous professional expertise over the years. Further, he had joined the Board in 2021 as Director (Operations) of the Company.	Shri Jagdish Chandra Laddha, age 74 Year is a qualifed Chartered Accountant and had joined the Board in 2020 as Independent Director of the Company. He is the chairman of Sudiva Spinners Pvt. Ltd. He has vast experience of 46 years in Textile Sector. He is also Independent Director on Board of other listed entities.
No. of other Directorships in other Public Limited Companies #	1. HEG Limited - Listed 2. Malana Power Company Ltd. 3. RSWM Ltd. - Listed 4. Maral Overseas Ltd. - Listed 5. Bhilwara Energy Ltd. 6. AD Hydro Power Ltd. 7. India Glycols Ltd. - Listed 8. JK Lakshmi Cement Ltd. - Listed 9. TACC Limited	1. RSWM Limited - Listed 2. La Opala RG Ltd. - Listed 3. LNJ Financial Services Limited	Nil	Nil	1. Lagnam Spintex Limited - Listed 2. Vinati Organics Ltd.- Listed

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Skills and capabilities required for the role and the manner in which the proposed Independent Director meets such requirements	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Mr. Jagdish Chandra Laddha serving as Independent directors for the last 5 years. He has more than 48 years of Experience in textile industry and has been serving on the Board in various listed entities. He is also on the board of Confederation of Indian Textile Industry and Rajasthan Textile industry association. His knowledge of the business environment and vast experience in textile industry has been an asset to the Company and will be fruitful in coming`years also.
Chairman/ Member of the Committees of the Board of Directors of the Company ##
a) Audit Committee	Nil	Nil	Nil	Nil	Chairman
b) Stakeholder’s Relationship Committee	Nil	Member	Member	Nil	Nil
Chairman/ Member of the Committees of the Board of Directors of other Company ##
a) Audit Committee	(i) AD Hydro Power Limited- Chairman (ii) India Glycols Limited – Member (iii) JK Lakshmi Cement Limited - Member (iv) Bhilwara Energy Limited - Chairman	(i) La Opala RG Ltd. – Member	Nil	Nil	(i) Lagnam Spintex Limited - Chairman (ii) Vinati Organics Ltd. - Chairman
b) Stakeholder’s Relationship Committee	HEG Limited - Member	(i) La Opala RG Ltd. – Chairman	Nil	Nil	Nil
Relationship with other Directors, Manager and KMP of the Company	Nil	He is father of Shri Nivedan Churiwal.	He is son of Shri Arun Churiwal.	Nil	Nil
Terms and conditions of appointment/ continuation of Directorship/re- appointment	Terms and Conditions of re-appointment are as per the Nomination and Remuneration Policy of the Company as displayed on the Company website i.e. Nomination & Remuneration Policy.pdf	As per the Resolution No. 6 of AGM Notice.	As per the Resolution No. 7 of AGM Notice.	As per the Resolution No. 8 of AGM Notice.	Terms and Conditions of re-appointment are as per the Nomination and Remuneration Policy of the Company as displayed on the Company website i.e. Nomination & Remuneration Policy.
					pdf

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|Details of last
Remuneration
drawn (F.Y.
23-24)|90,000/- as sitting fee|2,15,76,650/-|1,94,26,012.65/-|1,22,15,400/-|`1,50,000/- as sitting
fee|
|---|---|---|---|---|---|
|Details of
proposed
Remuneration|Sitting fees as may be
approved by the Board,
in accordance with the
applicable
provisions
of
law.|As per the Resolution
No. 6 of AGM Notice|As per the Resolution
No. Item 7 of AGM
Notice|As per the Resolution
No. Item 8 of AGM
Notice|Sitting fees as may
be approved by the
Board, in accordance
with the applicable
provisions of law.|
|Number of
Meetings of the
Board attended
during the year|3|4|4|4|4|
|No. of Equity
Shares held in
the Company as
on March 31,
2024|157270|1025716|759624|5|0|
|Listed Entities
from which the
Director has
resigned in the
past 3 years|Nil|Nil|Nil|Nil|Nil|

Excludes Directorships in Private Limited Companies, Foreign Companies, Membership of Management Committee of Various Chambers/ Bodies and Section 8 Companies.

Audit Committee and Stakeholders Relationship Committee have been Considered.

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ANNEXURE – II

INFORMATION PURSUANT TO PARA A OF SECTION II OF PART II OF THE SCHEDULE V TO THE COMPANIES ACT, 2013 - FOR AGENDA ITEM NOS. 6, 7 and 8

A. GENERAL INFORMATION:

1. Nature of Industry

The Company is in the business of manufacturing of wool, wool-blended and premium lightweight fabrics, Trevira wool, Poly Viscose, Poly Viscose Lycra and other specialized fabrics blended with Cotton, Linen for the formal men’s wear & women’s wear segment.

2. Date or Expected date of commencement of commercial production

The Company was incorporated on 24[th] October, 1970 and commercial production was commenced in 1971.

3. Financial performance based on given indicators

The financial performance of the Company during the previous three financial years is as under:

||(In Cr.)|(In Cr.)|(`In Cr.)|
|---|---|---|---|
|Particulars|Financial Year Ended|||
||31.03.2024|31.03.2023|31.03.2022|
|Revenue from Operations|666.45|471.74|435.84|
|Proft before interest,depreciations & taxes|65.96|54.39|41.43|
|Interest|32.77|18.82|13.93|
|Proft before depreciation|33.19|35.57|27.50|
|Depreciation|18.26|10.86|11.52|
|Proft before tax|14.93|22.56|15.98|
|Taxation|3.70|5.65|4.50|
|Proft after tax|11.23|16.91|11.48|

4. Export performance and net foreign exchange collaborations

Exports sales of the Company for the year 2023-24 is 378.35 Crores as against 240.23 Crores in the year 2022-23.

5. Foreign Investments or collaborations, if any: NIL

B. INFORMATION ABOUT THE APPOINTEE:

1. Background details

Shri Arun Churiwal is one of the key promoters of the Company. He is Director of the Company since 1977, currently a Whole Time Director designated as Chairman and holding 1025716 Equity Shares in the Company as on 31.03.2024. He is B.A. (Hons.) from Calcutta University. He has rich experience over 47 years in Textile Industry.

Shri Nivedan Churiwal is appointed as Director of the Company since 1997, currently designated as Managing Director and holding 759624 Equity Shares in the Company as on 31.03.2024. He is Graduate from Calcutta University. He is one of the key promoters of the Company and has vast experience of more than 27 years in Textile Industry.

Shri Praveen Jain is appointed as Director (Operations) of the Company w.e.f. 07.06.2021 and holding 5 Equity Shares in the Company as on 31.03.2024. He is having professional qualifications viz. B.Sc., FCA. FCS, FCMA, DBF. He is also Chief financial Officer of the Company. He had been working in this Company since 1987. He is having vast experience of more than 37 years in Textile Industry.

2. Past remuneration and proposed remuneration

Shri Arun Churiwal:

The Past remuneration of Shri Arun Churiwal is as follows:

Basic Pay ` 8.40 Lakhs P.M. Other perquisites as mentioned in the resolution were already passed by the shareholders.

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The Proposed revised remuneration is as follows:

Basic Pay ` 9.40 Lakhs P.M. Other perquisites as mentioned in the resolution (From 01.09.2024 to 31.08.2027).

Shri Nivedan Churiwal:

The Past remuneration of Shri Nivedan Churiwal is as follows:

Basic Basic Pay ` 7.40 Lakhs P.M. Other perquisites as mentioned in the resolution were already passed by the shareholders.

The Proposed revised remuneration is as follows:

Basic Pay ` 8.40 Lakhs P.M. Other perquisites as mentioned in the resolution (From 26.07.2024 to 25.07.2027).

Shri Praveen Jain:

The Past remuneration of Shri Praveen Jain is as follows:

Basic Pay ` 5.00 Lakhs P.M. Other perquisites as mentioned in the resolution were already passed by the shareholders.

The Proposed revised remuneration is as follows:

Basic Pay ` 6.25 Lakhs P.M. Other perquisites as mentioned in the resolution (From 07.06.2024 to 06.06.2027).

3. Recognition or Awards

Shri Arun Churiwal, Shri Nivedan Churiwal and Shri Praveen Jain are associated with various Chambers/ Organizations relating to trade and industry.

4. Job Profile and his suitability

Shri Arun Churiwal is Chairman of the Company and is looking after overall affairs of the Company subject to the superintendence, control and direction of the Board of Directors. He is highly contributing towards the growth and development of the Company, having great leadership and administration skills, gives appropriate guidance to the Board and Company, contribute highly in strategic and risk management and corporate governance practices.

Shri Nivedan Churiwal is Managing Director of the Company and is looking after overall plant Operations, Procurement/ Sourcing, Marketing, Administration & Management under direction of the Chairman & Managing Director and Board of Directors.

Shri Praveen Jain is Director (Operations) & Chief Financial Officer of the Company and is looking after all the departments of the company viz. Finance, Accounts, Legal and Secretarial and Commercial, Marketing, Production and he has gained tremendous professional expertise over the years and works under direction of the Chairman & Managing Director and Board of Directors.

Taking into account their qualifications, experience and comparison with similarly suited managerial personnel in the industry and duties and responsibilities placed on them and in view of their contribution to the Company since their appointment, the Board considers their remuneration is in the best interest of the Company.

5. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person

The Company has paid up capital of 10.29 Crores and is listed with two exchanges i.e. NSE and BSE with approx 10000 shareholders. It is engaged in the business of manufacturing of a wide range of Polyester Viscose fabrics and premium range of Worsted Suitings with turnover of 666.45 Crores during the financial year 2023-24. Considering the size of the Company and the duties and responsibilities of Shri Arun Churiwal as Chairman, Shri Nivedan Churiwal as Managing Director and Shri Praveen Jain as Director (Operations) the aforesaid remuneration packages are commensurate with the remuneration packages paid to managerial position in other Companies in the same industry.

6. Pecuniary relationship directly or indirectly with the Company or relationship with managerial personnel, if any

Except the payment of remuneration for their services detailed in the resolution, they have no other pecuniary relationship with the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives except Shri Arun Churiwal and Shri Nivedan Churiwal being related to each other, are interested in this resolution.

22

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C. OTHER INFORMATION:

1. Reason of loss or inadequate profit

The Company earned profit before tax of 14.93 Crores for the year 2023-24 as compared to profit before tax of 22.56 Crores in the year 2022-23 which is inadequate for Remuneration to be paid.

In the coming years, the remuneration may exceed to Directors so the Company may have inadequate profits with reference to Section 197 of The Companies Act, 2013 and rules made thereof. Therefore, these resolutions have been proposed as Special Resolution.

2. Steps taken or proposed to be taken for improvement

The Company has adopted the following measures to improve the profitability:

• Widening of customer base and better market, penetration, especially in overseas market.

• Conscious effort to develop new products and alternate market segments.

• Focus on significant improvements in operating costs.

• Cost control in all areas.

3. Expected increase in productivity and profits in measurable terms

The Company has taken initiatives to improve the profitability of the Company and will continue in its endeavor to improve performance and management expects a reasonable growth in business, gross revenue and net profit in the upcoming years.

23

BSL Limited 53[rd] ANNUAL REPORT 2023-24

Contents

Corporate Financial 01 Information 02 Highlights 09 Board's Report (English) 15 Board's Report (Hindi)

Management 03 Discussion & Analysis

21 Annexure to the Directors' Report

Report on Corporate Independent 30 Governance 54 Auditor's Report

Balance 60 Sheet

Statement of 61 Profit & Loss

Cash Flow 62 Statement 63

Changes in Equity Statements

Notes to Financial Other 64 Statements 103 Informations

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Scan the QR Code to download Annual Report 2023-24

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cORPORAte iNfORMAtiON

BOARd Of diRectORs

shri Arun churiwal

Chairman

shri Ravi Jhunjhunwala

Director

shri Nivedan churiwal Managing Director

shri shekhar Agarwal Director

shri Jagdish chandra Laddha Independent Director

shri Hemant kamala Jalan Independent Director

smt. Aarti B Aggarwal Independent Director shri Avinash todi Independent Director shri kunal Jhunjhunwala Independent Director shri Praveen Jain Director (Operations) & CFO

BANkeRs

State Bank of India IDBI Bank Ltd. Punjab National Bank Export Import Bank of India Bank of Maharashtra Indian Bank Bank of Baroda Canara Bank

stAtUtORY AUditORs

M/s SSMS & Associates Chartered Accountants Bhilwara

cOMPANY secRetARY

Shri Shubham Jain

key executives

M. s. khiria Vice – President (Export Marketing) Arun shraff Vice – President (Furnishing) O. P. Jangir Vice – President (Processing)

RegisteRed Office & WORks

Post Box No. 16-17, Mandpam, Bhilwara-311001 (Rajasthan) CIN: L24302RJ1970PLC002266 Phone:+ 91-01482-245000 e-mail: accounts@bslsuitings.com, Website: www.bslltd.com

1

Annual Report 2023-2024

fiNANciAL HigHLigHts

fiNANciAL HigHLigHts

( ` in crore)

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----- Start of picture text -----

PARticULARs 2023-24 2022-23 2021-22
Turnover 666.45 471.74 435.84
Exports 378.35 240.23 251.12
PBIDT 65.96 54.39 41.43
Financial Expenses 32.77 18.82 13.93
PBDT 33.19 35.57 27.50
Depreciation & Amortisation Expense 18.26 10.86 11.52
Exceptional Item - 2.15 -
PBT 14.93 22.56 15.98
Taxation 3.70 5.65 4.50
PAT 11.23 16.91 11.48
Gross Block 339.37 319.08 168.14
Less : Depreciation 108.23 90.22 86.57
Net Block 231.14 228.86 81.57
Net Worth 112.68 104.07 89.30
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2

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MANAgeMeNt discUssiON ANd ANALYsis

MANAgeMeNt discUssiON ANd ANALYsis

global economy

Global growth, estimated at 3.2 percent in 2023, is projected to continue at the same pace in 2024 and 2025. The projection for 2024 is revised up by 0.1 percentage point from the January 2024 WEO Update, and by 0.3 percent- age point with respect to the October 2023 WEO forecast. Nevertheless, the projection for global growth in 2024 and 2025 is below the historical (2000–19) annual average of 3.8 percent, reflecting restrictive monetary policies and withdrawal of fiscal support, as well as low underlying productivity growth. Advanced economies are expected to see growth rise slightly, with the increase mainly reflecting a recovery in the euro area from low growth in 2023, whereas emerging market and developing economies are expected to experience stable growth through 2024 and 2025, with regional differences.

The baseline forecast is for the world economy to continue growing at 3.2 percent during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies where growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in 2025 will be offset by a modest slowdown in emerging market and developing economies from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The forecast for global growth five years from now at 3.1 percent is at its lowest in decades.

Global inflation is forecast to decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually. The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability.

The recent conflict in the Middle East has heightened geopolitical risks. Global cooperation is critical to address the issues of high debt, climate change, trade fragmentation, and food insecurity and conflict. Across emerging market and developing economies (EMDEs), limited fiscal space highlights the need to improve spending efficiency. Decisive policy action is also needed to encourage a sustained acceleration in investment.

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Coal and natural gas prices are expected to continue declining from their earlier peaks, by 25.1 percent for coal and 32.6 per- cent for

natural gas in 2024, with the gas market becoming increasingly balanced on account of new supply, dampened demand, and high storage levels. The forecast for nonfuel commodity prices is broadly stable in 2024, with prices for base metals expected to fall by 1.8 percent, on account of weaker industrial activity in Europe and China.

In emerging market and developing economies, growth is expected to be stable at 4.2 percent in 2024 and 2025, with a moderation in emerging and developing Asia offset mainly by rising growth for economies in the Middle East and Central Asia and for sub-Saharan Africa. Low-income developing countries are expected to experience gradually increasing growth, from 4.0 percent in 2023 to 4.7 percent in 2024 and 5.2 percent in 2025, as some constraints on near-term growth ease.

Growth in emerging and developing Asia is expected to fall from an estimated 5.6 percent in 2023 to 5.2 percent in 2024 and 4.9 percent in 2025, a slight upward revision compared with the January 2024 WEO Update. Growth in China is projected to slow from 5.2 percent in 2023 to 4.6 percent in 2024 and 4.1 percent in 2025 as the positive effects of one-off factors including the post pandemic boost to consumption and fiscal stimulus ease and weakness in the property sector persists. Growth in India is projected to remain strong at 6.8 percent in 2024 and 6.5 percent in 2025, with the robustness reflecting continuing strength in domestic demand and a rising working-age population.

Growth in India is projected to remain strong at 6.8 percent in 2024 and 6.5 percent in 2025, with the robustness reflecting continuing strength in domestic demand and a rising working-age population.

indian economy

• The projected GDP growth for India in FY24 is expected to surpass 7.2%.

• The economy is expected to expand from about $3.7 trillion this year to $5 trillion in three years, making it the world’s thirdlargest, and could even reach $7 trillion by 2030.

• India has established itself as the world's third-largest fintech economy, ranking just behind the USA and the UK.

• Initiatives such as the Skill India Mission, Start-Up India, and StandUp India have contributed to an increase in female participation in human capital formation.

• The overall Gross Enrolment Ratio (GER) has experienced substantial growth, more than doubling from 24.5% to 58.2% between FY05 and FY22.

• India has solidified its position as the world's third-largest fintech economy, following only the USA and the UK, and has surpassed Hong Kong to claim the fourth spot in global stock markets. This success is credited to both domestic and international investor interest, along with sustained IPO activity.

• Digital payment systems like UPI aided the growth of e-commerce, with a projected CAGR of 16% between 2022 and 2026.

• After the pandemic, there has been a recovery in housing prices, with the average annual growth increasing from 2.3% in FY22 to 4.3% in H1 of FY24.

• The Indian corporate bond market has experienced substantial growth, doubling from 43 lakh crore in FY24 to a projected 100-120 lakh crore in FY30, according to CRISIL.

3

Annual Report 2023-2024

MANAgeMeNt discUssiON ANd ANALYsis

• As per Advance Estimates (AE), the Indian economy is expected to grow at 7.3 per cent for the year ending March, 2024.

• Per Capita Net National Income of India at current prices is estimated at ` 1,85,854 for the FY 2023-24.

• The highest contributing sectors to the growth rate of FY 202324 are construction, financial services, real estate, electricity, gas, water supply etc. and Mining & quarrying.

• The Indian economy is on track to hit US$5 trillion by 2027 on the strength of development of the financial sector and the country’s demographic advantage as per the Reserve Bank of India (RBI).

global textile industry

The textile market size has grown strongly in recent years. It will grow from $638.03 billion in 2023 to $689.54 billion in 2024 at a compound annual growth rate (CAGR) of 8.1%. It is valued at USD 1250083.65 million in 2023 and is expected to expand at a CAGR of 3.98% during the forecast period, reaching USD 1579729.67 million by 2031.The growth witnessed in the historical period can be ascribed to factors such as the expansion of the global population, heightened demand for man-made fibers, government initiatives supporting the textile industry, robust economic growth in emerging markets, and the implementation of restrictions on plastic usage.

The textile industry worldwide has been experiencing a crisis for several years. When visiting major European and global exhibitions, you cannot deny the fact that production is gradually shifting from Europe to Asia. The average order backlog has stabilized around 2 months since July 2023, with no change in January 2024, while capacity utilization remained at the lowest level recorded (67 percent), reflecting a cautious production outlook. Concerns over weakening demand in the global textile value chain have decreased, with a drop in respondents citing it as a main concern to 67 percent in January 2024, the lowest since May 2023. Despite this weakening demand, the phase has led to reduced rather than cancelled orders, a departure from early pandemic responses. Inventories in the textile value chain are deemed average by 57% of participants, with South Americans reporting higher levels and garment producers noting the lowest inventories, indicating a nuanced view of the current market conditions.

The textile market size is expected to see strong growth in the next few years. It will grow to $903.45 billion in 2028 at a compound annual growth rate (CAGR) of 7.0%. The anticipated growth in the upcoming period can be attributed to factors such as the continued increase in global population and urbanization, the rapid expansion of e-commerce, heightened expenditure on leisure activities, the growing retail penetration, increased internet accessibility and smartphone usage, and a rising preference for contactless delivery solutions. Notable trends expected in the forecast period include a shift towards adopting digital textile printing inks, a focus on utilizing non-woven fabrics, an emphasis on the use of organic fibers, a spotlight on sustainable fibers, integration of blockchain technology into manufacturing processes, adoption of digital platforms for textile supply chain management, collaboration with technology companies to design and develop smart fabrics, investment in robotics and automation, incorporation of artificial intelligence, and emphasis on partnerships and collaborations to foster innovation in product development.

indian textile industry

MARket siZe

The Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. India has a 4.6% share of the global trade in textiles and apparel. Moreover, India is the world's 3rd largest exporter of Textiles and Apparel. India ranks among the top five global exporters in several textile categories, with exports expected to reach US$ 65 billion by FY 2026.

The textiles and apparel industry contributes 2.3% to the country’s GDP, 13% to industrial production and 12% to exports. The textile industry in India is predicted to double its contribution to the GDP, rising from 2.3% to approximately 5% by the end of this decade.

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The Indian Medical Textiles market for drapes and gowns is around US$ 9.71 million in 2022 and is expected to grow at 15% to reach US$ 22.45 million by 2027.

The Indian composites market is expected to reach an estimated value of US$ 1.9 billion by 2026 with a CAGR of 16.3% from 2021 to 2026 and the Indian consumption of composite materials will touch 7,68,200 tonnes in 2027.

India is the world’s largest producer of cotton. In the first advances, the agriculture ministry projected cotton output for 2023-24 at 31.6 million bales. According to the Cotton Association of India (CAI), the total availability of cotton in the 2023-24 season has been pegged at 34.6 million bales, against 31.1 million bales of domestic demand, including 28 million bales for mills, 1.5 million for small-scale industries, and 1.6 million bales for non-mills. Cotton production in India is projected to reach 7.2 million tonnes (~43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers. It is expected to surpass US$ 30 billion by 2027, with an estimated 4.6-4.9% share globally.

iNVestMeNt

Total FDI inflows in the textiles sector stood at US$ 4.34 billion between April 2000-September 2023. The textile sector has witnessed a spurt in investment during the last five years.

gOVeRNMeNt iNitiAtiVes

• DS Group’s luxury menswear division, Brioni inaugurates its first boutique in India in November 2023.

• In November 2023, Reliance Foundation launched the first 'Swadesh' handicrafts store in Hyderabad, aimed at supporting and promoting Indian craftwork.

• Industry bodies to host the largest global mega textiles event, Bharat Tex 2024 from February 26-29, 2024, in New Delhi. According to Union Minister, Mr. Piyush Goyal, Bharat Tex 2024 Expo is a testament to India's commitment to becoming a global

4

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MANAgeMeNt discUssiON ANd ANALYsis

textile powerhouse.

• In September 2023, the Khadi and Village Industries Commission signed 3 MoUs to promote Khadi Products.

• In September 2023, Grasim Industries plans to open nearly 120 retail stores over the upcoming 2 years, by expanding its footprint in smaller cities and towns.

• In September 2023, Reliance Retail Ventures Ltd. (RRVL) announced the acquisition of Ed-a-Mamma for a 51% stake.

• In September 2023, Shadowfax inaugurated a 1.5 lakh sq. ft. fulfilment centre in Surat with 10 lakh orders per day processing capacity.

• In August 2023, the Ministry of Textiles approved 26 engineering institutions for the introduction of Technical Textiles under the National Technical Textiles Mission.

• In July 2023, PM MITRA Park, Amravati expected to attract investment of ` 10,000 crore (US$ 1.20 billion) and create employment for 300,000 individuals.

• In May 2023, an investment of around 6,850 crore (US$ 824.25 million) is expected in the PM MITRA Park in Madhya Pradesh and 8,675 crore (US$1.04 billion) in other parts of the state.

• In May 2023, Aditya Birla Fashion and Retail Ltd. announced the acquisition of TCNS Clothing with a deal size of US$ 198.54 million.

• India is expected to host the 81st Plenary Meeting of the International Cotton Advisory Committee (ICAC) from 2nd to 5th December 2023 in Mumbai with the theme “Cotton Value ChainLocal Innovations for Global Prosperity”.

• Cott-Ally mobile app has been developed for farmers to increase awareness about MSP rates, nearest procurement centers, payment tracking, best farm practices etc.

• In April 2023, Godrej Consumer Products Ltd (GCPL) announced the ` 2,825 crore (US$ 339.93 million) acquisition of Raymond Consumer Care Ltd (RCCL) .

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Outlook : The future of the Indian textiles industry looks promising, buoyed by strong domestic consumption as well as export demand. India is working on various major initiatives to boost its technical textile industry. Owing to the pandemic, the demand for technical textiles in the form of PPE suits and equipment is on the rise. The government is supporting the sector through funding and machinery sponsoring.

Top players in the sector are achieving sustainability in their products by manufacturing textiles that use natural recyclable materials.

With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market. The growth in textiles will be driven by growing household income, increasing population and increasing demand by sectors like housing, hospitality, healthcare, etc.

The technical textiles market for automotive textiles is projected to increase to US$ 3.7 billion by 2027, from US$ 2.4 billion in 2020. Similarly, the industrial textiles market is likely to increase at an 8%

5

Annual Report 2023-2024

MANAgeMeNt discUssiON ANd ANALYsis

CAGR from US$ 2 billion in 2020 to US$ 3.3 billion in 2027. The overall Indian textiles market is expected to be worth more than US$ 209 billion by 2029.

Operational Performance

The Product wise performance during the year is as under:

(` in Crore)

Particulars	Particulars	for theyear ended	for theyear ended	for theyear ended	for theyear ended
		31.03.2024		31.03.2023
		Qty.	Value	Qty.	Value
a)	Fabrics(Lakh Mtrs.)	186.96	337.83	182.93	353.47
b)	Yarn(MT)	10568	298.02	2890	97.57
c)	Readymade Garments(No. of Pcs.)	1281	0.18	12911	0.48
d)	Power(Lakh Units)	27.05	1.06	25.35	0.99
e)	Job Work		19.58		17.14
f)	Export Incentives		9.78		2.09
	total		666.45		471.74

sWOt ANALYsis

sWOt ANALYsis
STRENGTHS	WEAKNESSES
 Strong Brand image and consistent performance.  Abundant Raw material availability.  Accessibility of skilled manpower.  Growing Economy and potential domestic and international market.	 Higher Indirect taxes, Power and Interest rates.  Excess capacity in India.  Highly fragmented Industry.  Infrastructural bottlenecks and effciency.
OPPORTUNITIES	THREATS
 Increased Disposable Income and Purchasing Power of Indian Customer open New Market Development.  Large, Potential Domestic and International market.  Greater Investment and FDI opportunities are available.  Elimination of Quota Restriction leads to greater Market Development.	 International Labour and Environmental laws.  Long lead times and high transportation costs are the results of great distance.  Geographical disadvantages.  To make balance between price and quality.  Decline in the fashion cycle.  Formation of TradingBlocks.

Risks and concerns

The broader trends in the economy are expected to have a direct impact on your Company’s growth prospects as well. Inflation is expected to remain elevated for the foreseeable future, driven by warinduced commodity price increases and broadening price pressures. In addition, the anticipated increase in interest rates by Central Banks in the coming year are also expected to lower growth and exert pressure on economies particularly those in emerging markets.

In these circumstances, the ability to successfully navigate cost pressures would have a significant bearing on the overall performance of your Company. Diminishing purchasing power and demand due to the economic circumstances could result in fundamental shifts in consumer behaviours and adversely impact the market for textiles and apparel. Migration to value for money options could also lead to reduced growth and profitability for your Company.

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The company’s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such

risks. The risk management framework is reviewed periodically by the Board and the Audit committee. Some of the risks that the company is exposed to are:

1. cOMPetitiVe Risk:

The apparel industry is subject to rapidly evolving fashion trends, and we must continuously offer innovative and upgraded products to maintain and grow our existing businesses. Investments in the industries have started picking up with no barriers for entry of new players. Your Company continues to focus on increasing its market share and focusing more on R&D, Quality, Cost and Timely delivery that help create differentiation and provide optimum service to its customers to expose competition risk.

2. fiNANciAL (fUNdiNg Risk):

Any increase in interest rate can affect the finance cost. The Company’s policy is to borrow long term borrowing in Indian Rupee to avoid any rate variation risks. The Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs. The textile industry faces various financial risks, from having lenient payment terms to negotiating weak contracts.

6

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MANAgeMeNt discUssiON ANd ANALYsis

You must practice caution to ensure prompt payments for items delivered, which is possible through various strategies, including placing requirements for advanced payments, leveraging invoice factoring, seeking bank guarantees, and insuring trade credit. Furthermore, be sure to evaluate the risk scores of your current and potential customers to minimize the likelihood of nonpayment.

3. fOReigN eXcHANge Risk:

Foreign exchange risks are quantified by identifying contractually committed future currency transactions. The Company’s policy is to hedge all long term foreign exchange risk as well as short term exposures within the defined parameters. The long term foreign exchange liability is hedged and hedging reserve is maintained as per requirement of Ind-AS.

4. cOMPLiANce ANd cONtROL Risk:

The evolution of the global regulatory environment has resulted into increased regulatory scrutiny that has raised the minimum standards to be maintained by BSL Limited. This signifies the alignment of corporate performance objectives, while ensuring compliance with regulatory requirements. The Company is regularly monitoring and reviews the changes in regulatory framework and also monitoring its compliance mechanism so as to ensure that instances of non-compliance do not occur.

5. RAW MAteRiAL PRice Risk:

The Company is exposed to the risk of raw material prices of Polyester, Viscose, P/V blended yarn, Silk and Wool. The Company hedges this risk by purchasing the required raw material at the time of booking of sales contracts. Also this risk is being managed by way of inventory management and forward booking.

6. HUMAN ResOURces Risk:

Retaining the existing talent pool and attracting new manpower are major risks. The Company hedges this risk by setting benchmark of the best HR practices and carrying out necessary improvements to attract and retain the best talent. The Company has initiated various measures such as rollout of strategic talent management system, training and integration of learning activities.

iNteRNAL cONtROL sYsteMs & tHeiR AdeQUAcY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department is supported by an external audit firm.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems

and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism. the company is using sAP which is used all over the World as an eRP due to its robust and end-to-end control mechanism.

fiNANciAL PeRfORMANce WitH ResPect tO OPeRAtiONAL

PeRfORMANce

This part has been discussed in Board’s Report.

HUMAN ResOURce ANd iNdUstRiAL ReLAtiON

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has a structured induction process and management development programs to upgrade skills of the employees.

The Company’s HR practices, systems and people development initiatives are focused on deployment and scouting for the “Best Fit” talent for all key roles. Pay for performance, reward and recognition programmes, job enrichment and lateral movements provide opportunity for growth & development of the talent pool.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organization Development interventions. Corporate learning and Organization Development is a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

cAUtiONARY stAteMeNt

Statements in this report on Management Discussion and Analysis, describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking, considering the applicable laws and regulations. These statements are based on certain assumptions and expectation of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic demand-supply conditions, finished goods prices, raw materials costs and availability, fluctuations in exchange rates, changes in Government regulations and tax structure, economic developments within India and the countries with which the Company has business contacts. The Company assumes no responsibility in respect of the forward looking statements herein, which may undergo changes in future on the basis of subsequent developments, information or events.

7

Annual Report 2023-2024

MANAgeMeNt discUssiON ANd ANALYsis

keY fiNANciAL RAtiO

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• Notes:1. There is no Significant Changes (change of 25% or more) as compared to the previous financial year 2022-23 in Key Financial Ratio except Interest Coverage Ratio, Net Profit Margin and Return on Net worth.

• The Profit for the year is lower because of higher finance cost and higher depreciation expenses due to cotton spinning project and other capex plans of the company.

8

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BOARd's RePORt

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.

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:

As the result of all these measures, your Company recorded a turnover of 666.45 Crore as against a turnover of 471.74 Crore of previous year.

(` in Crore)

Particulars	for the year ended	for the year ended	for the year ended	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
Proft before Interest, Depreciation and Tax		65.96		54.39
Less : Financial Expenses		32.77		18.82
Proft before Depreciation and Tax		33.19		35.57
Less : Depreciation &Amortisation		18.26		10.86
Proft before Tax & Exceptional Item		14.93		24.71
Less : Exceptional Item		-		2.15
Proft before Tax		14.93		22.56
Taxation - Current Tax		-		4.27
- Deferred Tax		3.70		1.38
Proft after Tax		11.23		16.91

The Company has achieved profitability of 11.23 crores as against16.91 crores in the previous financial year.

Modernization and expansion

3.

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 ` 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 Company’s Export turnover during the year was 378.35 Crores as against previous year 240.23 Crores, resulting in increase by 57%.

2. Operational Overview

5. Outlook for company’s Activities

The division wise performance is as under:

(` in Crore)

The outlook of Company’s 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.

Particulars	for the year ended	for the year ended	for the year ended	for the year ended	6. 7.
	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

dividend

Your Directors recommend a dividend @ 10 % i.e. 1.00 per Equity Share of 10/- each for the year ended on 31[st] March, 2024. This will absorb an amount of ` 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.

credit Ratings

During the period under review, India Ratings and Research (Rating Agency) has revised the ratings with changes in outlook as follows:

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india Ratings & Research

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----- Start of picture text -----

s. No. instrument type Rating/Outlook
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**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 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 Company’s 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 member’s approval

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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 Board’s 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 arm’s 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 Company’s website at the web link as: https:// static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-RelatedParty-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 Company’s 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 company’s Website and can be accessed via Link https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaad d376d/1661253278802/BSL-Nomination-and-RemunerationPolicy.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 ` 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 ` 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 Board’s Report. Details about the CSR policy and initiatives taken by the Company on CSR during the year are available on the Company’s 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

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have been given in the Corporate Governance Report which is integral part of the Board’s 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

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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 Director’s 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 management’s 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 ` 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.

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‘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 Company's 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 : 20[th] May, 2024 cHAiRMAN diN: 00001718

Regd. Office: Post Box No. 16-17, Mandpam, Bhilwara-311001 (Rajasthan)

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daiuh us bl o"kZ 11-23 djksM+ #i;s dh profitability çkIr dh gS]tks xr o"kZ # 16-91 djksM+ Fkh A

3- vk/kqfudhdj.k ,oa foLrkj

vkids funs'kdksa dks lnL;ksa dks ;g crkrs gq, [kq'kh gks jgh gS fd leh{kk/khu o"kZ ds nkSjku vkidh daiuh us vk/kqfudhdj.k dk;ZØe ds rgr ` 6-85 djksM+ dh ykxr ls 2 esxkokV :Q V‚i lkSj ÅtkZ la;a= LFkkfir fd;k FkkA ;g mRiknu dh lexz n{krk esa lq/kkj djrk gS vkSj LFkkfir {kerk ds csgrj mi;ksx ds ifj.kkeLo:i mPp ykHkçnrk çkIr djrk gSA

vkids funs'kdksa dks vk'kk gS fd mijksä vk/kqfudhdj.k foLrkj vkSj fofo/khdj.k dk;ZØe ls daiuh ds dkjksckj vkSj ykHkçnrk esa mYys[kuh; o`f) gksxhA

4- fu;kZr

o"kZ ds nkSjku daiuh dk fu;kZr dkjksckj fiNys o"kZ 240-23 djksM+ dh rqyuk esa 378-35 djksM+ #i;s jgk] tks 57 % dh o`f) dks n'kkZrk gSA

5- daiuh dh xfrfof/k;ksa ds fy, –f"Vdks.k

daiuh dh xfrfof/k;ksa dk –f"Vdks.k mTToy fn[krk gS D;ksafd ;g ewY; lao/kZu] csgrj n{krk] vk/kqfudhdj.k vkSj ,dh—r lapkyu ij /;ku dsafær djuk tkjh j[krk gSA fu;kZr esa daiuh vÝhdk] v‚LVªsfy;k] ;wjksi] vesfjdk] dukMk] nf{k.k dksfj;k] rkboku] ckaXykns'k] czkthy vkSj vU; ySfVu vesfjdh ns'kksa esa u, cktkj ryk'k jgh gS vkSj ekStwnk cktkjksa esa ek=k c<+k jgh gSA ?kjsyw foi.ku esa daiuh ubZ jsat is'k djus ds vykok QfuZf'kax@vkj,eth@laLFkkxr {ks=ksa ij /;ku dsafær dj jgh gSA

6- ykHkka'k

funs'kd eaMy 10 % dh nj ls ¼1-00 çfr lk/kkj.k va'k½ 10 #] ds lk/kkj.k va'k ij 31 ekpZ] 2024 dks lekIr g, o"kZ ds fy, ykHkkaHk ?kksf"kr djus dh vuq'kalk djrk gSA bl çdkj ls dqy ` 102-92 yk[k dk Hkqxrku gksxkA ykHkkaHk dh ?kks"k.kk dk çLrko vkxkeh okf"kZd lk/kkj.k lHkk esa çLrqr fd;k tk;sxkA çLrkfor ykHkka'k] ;fn vkxkeh ,th,e esa 'ks;j/kkjdksa nzkjk vuqeksfnr fd;k tkrk gS] rks ykxw njksa ij lzksr ij dj dh dVkSrh ds v/khu gksxkA

7- ØsfMV jsfVax

leh{kk/khu vof/k ds nkSjku bafM;k jsfVax ,aM fjlpZ ¼jsfVax ,tsalh½ us vkmVyqd esa cnyko ds lkFk jsfVaXl dh fQj ls iqf"V dh gS%

bafM;k jsfVax ,aM fjlpZ

**s. No. **	facilities	Ratings
1.	Term loan	IND BBB-/Stable
2.	Fund-based working capital facilities	IND BBB-/ Stable/IND A3
3.	Non-fund-based facilities	IND A3

15

Annual Report 2023-2024

funs'kd eaMy dk izfrosnu

8- jktdks"kh; va'knku

vkidh dEiuh us dj ,oa 'kqYd ds :i esa # 28-78 djksM+ dh /ku jkf'k dk ¼xro"kZ # 28-31 djksM+½ jktdks’k esa va'knku fn;kA

9- çca/ku ppkZ vkSj fo'ys"k.k fjiksVZ

leh{kk/khu o"kZ ds fy, çca/ku ppkZ vkSj fo'ys"k.k fjiksVZ] tSlk fd Hkkjrh; çfrHkwfr vkSj fofue; cksMZ ¼lwphdj.k nkf;Ro vkSj çdVhdj.k vko';drk,a½ fofu;e] 2015 ¼^^lwphdj.k fofu;e^^½ ds rgr fu/kkZfjr gS] okf"kZd fjiksVZ ds ,d vyx [kaM esa çLrqr fd;k x;k gS A

10- gfjr ç;kl vkSj fLFkjrk

daiuh n'kdksa ls gfjr lapkyu ds fy, çfrc) gSA

o"kZ 2023&24 ds fy, gfjr mRiknu MsVk

A)	dqy fctyhbdkbZ [kir & 2023&24 esa	619-98 yk[kKwh
B)	gfjr ÅtkZ
	lkSj ÅtkZ¼¼4-21mw½	64-32 yk[kKwh
	dqy gfjr ÅtkZ mRiknu	64-32 yk[kKwh
c)	dqy gfjr ÅtkZ dk çfr'kr	10-37%

thjks fyfDoMs'ku fMLpktZ% daiuh 2015 ls Zero Liquidation Discharge ij dke dj jgh gSA daiuh us Zero Discharge for Hazardous Chemicals programme (ZDHC) dk lfVZfQdsV Hkh çkIr fd;k gSA

ohxu lfVZfQdsV% daiuh mu dqN diM+k daifu;ksa esa ls ,d gS] ftuds ikl fLoV~tjySaM ls osxku (VEGAN) lfVZfQdsV gSA

iquuZohuhdj.k dPpk eky% daiuh us Global Sustainability Movement ds ,d va'k ds :i esa jhlkbdYM ikfy,LVj Qkbcj dk mi;ksx djus ij /;ku dsafær fd;k gSA o"kZ 2023&24 esa] daiuh dh 69 % Qkbcj [kir iquuZohuhdj.k Qkbcj dh Fkh vkSj 56 % Qkbcj [kir iqupZfØr dikl dh FkhA

gfjr&bZa/ku% daiuh ds çkslsl gkml fMohtu dks thok'e bZa/ku ls —f"k&bZa/ku esa cny fn;k x;k gS] ftlds ifj.kkeLo:i 20000-77 ehfVªd Vu CO2 mRltZu dh cpr gqbZ gSA

bl çdkj] daiuh fuEufyf[kr dkj.kksa ls ,d gfjr daiuh esa ifjofrZr gks jgh gS%

• ,½ 'kwU; rjy fuoZguA

• [k½ [krjukd jlk;uksa ds fy, thjks fuoZguA

• x½ c‚;yj vkSj FkeksZiSd esa —f"k&bZa/ku dk mi;ksxA

• d½ uohdj.kh; lzksrksa }kjk 12 % ls vf/kd ÅtkZ

bZ½ iquuZohuhdj.k flaFksfVd Qkbcj dk 56 % ls vf/kd mi;ksxA

11- okf"kZd fooj.k

okf"kZd fjVuZ dh ,d çfr daiuh dh osclkbV ij osc&fyad ij j[kh tk,xh% https://www.bslltd.com/investors

12- LVsVîwVjh vads{kd

esllZ ,l,l,e,l ,aM ,lksfl,V~l pkVZMZ vdkmaVsaV~l ¼,Qvkj,u% 019351lh½ dks 28 flracj 2022 dks vk;ksftr ,th,e esa 52oha okf"kZd

vke cSBd ds lekiu ls ysdj 56oha ,th,e ds lekiu rd yxkrkj ikap o"kksaZ dh vof/k ds fy, vkidh daiuh ds oS/kkfud ys[kk ijh{kd ds :i esa fu;qä fd;k x;k FkkA 56oha ,th,e dSysaMj o"kZ 2027 esa vk;ksftr dh tk,xhA blds vykok] esllZ ,l,l,e,l ,aM ,lksfl,V~l us daiuh vf/kfu;e] 2013 vkSj fyfLVax fofu;eksa ds çko/kkuksa ds rgr viuh Lora=rk vkSj ik=rk dh iqf"V dh gSA

vuqlwfp;ksa ds uksV~l ds lkFk vads{kd ys[kk ijh{kdksa dh fjiksVZ bl fjiksVZ ds lkFk layXu gSA ys[kk ijh{kdksa dh fjiksVZ esa dh xbZ fVIif.k;k¡ Lo&O;k[;kRed gSa vkSj blfy, fdlh vkSj fVIi.kh dh vko';drk ugha gSA

13- lfpoh; vads{kd

daiuh vf/kfu;e] 2013 dh /kkjk 204 vkSj daiuh ¼çca/kdh; dkfeZd dh fu;qfä vkSj ikfjJfed½ fu;e] 2014 ds çko/kkuksa ds vuqlkj] daiuh us esllZ oh-,e- ,aM ,lksfl,V~l] daiuh lfpo] t;iqj] ¼ FRN: P1984RJ039200 ½ dks daiuh dk lfpoh; ys[kkijh{kk fu;qä fd;k gSA blds vykok] cksMZ us foÙkh; o"kZ 2024&25 ds fy, lfpoh; v‚fMV djus ds fy, daiuh ds lfpoh; ys[kk ijh{kdksa ds :i esa esllZ oh,e- ,aM ,lksfl,V~l] daiuh lfpoksa dh iqu: fu;qfä dks eatwjh ns nh gSA mUgksaus mä iqufuZ;qfä ds fy, viuh ik=rk vkSj Lora=rk dh iqf"V dh gSA foÙkh; o"kZ 2023&24 ds fy, lfpoh; v‚fMV fjiksVZ Q‚eZ ,evkj&3 esa vuqca/k i ds :i esa layXu gSA lfpoh; v‚fMV fjiksVZ esa dksbZ vkj{k.k] ;ksX;rk] çfrdwy fVIi.kh ;k vLohdj.k 'kkfey ugha gSA

14- vkarfjd vads{kd

daiuh ¼ys[kk½ fu;e] 2014 ds lkFk ifBr daiuh vf/kfu;e] 2013 dh /kkjk 138 ds vuqlkj] daiuh us esllZ ,-,y- pspkuh ,aM daiuh] pkVZMZ vdkmaVsaV~l ¼,Qvkj,u% 05341 C ½ dks foÙkh; o"kZ 2023&24 esa daiuh ds vkarfjd ys[kk ijh{kd ds :i esa fu;qä fd;k gSA blds vykok] cksMZ us foÙkh; o"kZ 2024&25 ds fy, vkarfjd ys[kkijh{kk djus ds fy, daiuh ds vkarfjd ys[kk ijh{kdksa ds :i esa esllZ ,-,y- pspkuh ,aM daiuh] pkVZMZ vdkmaVsaV~l dh iqu% fu;qfä dks eatwjh ns nh gSA mUgksaus mä iqu% fu;qfä ds fy, viuh ik=rk dh iqf"V dj nh gSA

vkarfjd ys[kk ijh{kdksa dh Hkwfedk esa vkarfjd ys[kkijh{kk fVIif.k;ksa dh leh{kk vkSj vko';d lq/kkjkRed dkjZokb;ksa ds dk;kZUo;u dh fuxjkuh] fofHkUu uhfr;ksa dh leh{kk djuk vkSj mudk mfpr dk;kZUo;u lqfuf'pr djuk] ,lvksih vkSj muds la'kks/kuksa dh leh{kk] ;fn dksbZ gks] 'kkfey gS] ysfdu ;g bUgha rd lhfer ugha gSA

15- ykxr fjd‚MZ

daiuh us daiuh vf/kfu;e] 2013 dh /kkjk 148 dh mi&/kkjk ¼1½ ds rgr fu/kkZfjr ykxr [kkrksa vkSj fjd‚MZ dks cuk, j[kk gSA

16- ykxr vads{kd

daiuh vf/kfu;e] 2013 dh /kkjk 148 vkSj daiuh ¼ykxr fjd‚MZ~l vkSj v‚fMV½ fu;e] 2014 ds le;≤ ij la'kksf/kr fu;e 6 ¼2½ ds vuqlkj] vkidh daiuh gj lky oL= fMohtu ls lacaf/kr ykxr vfHkys[kksa dk ys[kk&tks[kk djrh jgh gS A

vads{kd dh flQkfj'k ij funs'kd eaMy us foÙkh; o"kZ 2024&25 ds fy, daiuh ds ykxr [kkrksa dh v‚fMV djus ds fy, eSllZ ,uMh fcM+yk ,aM da] d‚LV ,dkmaVsaV~l] ¼QeZ jftLVªs'ku uacj 000028½ dks ykxr vads{kd ds :i esa fu;qä fd;k gSA daiuh vf/kfu;e] 2013 ds rgr t:jh gS

16

==> picture [39 x 35] intentionally omitted <==

funs'kd eaMy dk izfrosnu

fd] ykxr vads{kd dks ns; ikfjJfed ds fy, lnL;ksa dh eatwjh ekaxus dk ,d çLrko] muds vuqleFkZu ds fy, okf"kZd lkekU; lHkk vk;ksftr djus dh lwpuk dk fgLlk gksrk gSA

17- /kks[kk/kM+h ds ekeys esa lkafof/kd vads{kd dh fjiksVZ

leh{kk/khu o"kZ ds nkSjku] lkafof/kd vads{kd] lfpoh; vads{kd] vkarfjd vads{kd ,oa ykxr vads{kd us daiuh vf/kfu;e] 2013 dh /kkjk 143 ¼12½ ds rgr vads{k.k lfefr ds le{k daiuh esa /kks[kk/kM+h dh fdlh Hkh ?kVuk dh iqf"V ugha dh gSA

18- ÅtkZ laj{k.k] rduhd lekos'ku ,oa fons'kh eqnzk vk; O;;

dEiuh vf/kfu;e 2013 dh /kkjk 134 ¼3½ ¼,e½ rFkk dEiuht ¼ys[kkadu½ fu;e 2014 ds fu;e 8 ds rgr ÅtkZ] laj{k.k] rduhd lekos'ku ,oe~ fons'kh eqnzk vk; O;; dk fooj.k bl izfrosnu dh ifjf'k"V& ii esa n'kkZ;k x;k gSA

19- _.k] lk[k] fuos'k ,oa izfrHkwfr izcU/k dk fooj.k

leh{kk/khu o"kZ ds nkSjku] dEiuh vf/kfu;e 2013 dh /kkjk 186 ds vUrZxr dksbZ Hkh _.k ,oa lk[k ugha fn;k gS ,oa dksbZ Hkh izfrHkwfr esa fuos'k ugh fd;k gSA

20- lEcfU/kr i{kksa ds lkFk vuqcU/k vkSj O;oLFkk

foRrh; o"kZ ds nkSjku lHkh lEcfU/kr i{kksa ds lkFk fd, x, O;olkf;d ysu nsu lkekU; O;kolk; ds vUrxZr ,oa mfpr gLr nwjh ds vk/kkj ij fd, x;sA izksRlkgdksa] funs'kdksa] izeq[k izcU/kdh; dehZ;ksa ,oa vU; ukfer O;fDr;ksa ds lkFk dEiuh us dksbZ Hkh O;kolkf;d ysu nsu ugh fd;k x;k gS] tks dEiuh ds fgr dks izHkkfor djrk gSA lHkh lEcfU/ kr i{kksa dk ysu nsu dk vads{k.k lfefr ds le{k vuqefr gsrq iznku fd;k gSA

lEcfU/kr i{k ds fy, cukbZ x;h uhfr dks dEiuh dh osclkbZV https:// static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-RelatedParty-Transaction-Policy.pdf ij n'kkZ;k x;k gSA

dEiuh vf/kfu;e 2013 dh /kkjk 188 ds vUrxZr lEcfU/kr i{k ds lkFk

ysu nsu dk fooj.k QkeZ ,vkslh&2 ifjf'k"V& iii esa layXu gSA

21- vkarfjd foÙkh; fu;a=.k

daiuh }kjk fMtkbu vkSj dk;kZfUor foÙkh; fooj.kksa ds lanHkZ esa vkarfjd foÙkh; fu;a=.k i;kZIr gSaA leh{kk/khu o"kZ ds nkSjku] bl rjg dh fu;a=.k dh v{kerk ;k vi;kZIrrk ij daiuh ds oS/kkfud vads{kdksa vkSj vkarfjd vads{kdksa ls dksbZ lkexzh ;k xaHkhj voyksdu çkIr ugha gqvk gSA

22- vkarfjd fu;U=.k i)fr

dEiuh ds ikl ;ksX; vkarfjd fu;U=.k i)fr gS tks O;olk; ds lapkyu ds vkdkj] eki] tfVyrk ds vuq:i gSA vads{k.k lfefr gj frekgh esa çca/ku flQkfj'kksa vkSj fVIif.k;ksa ds lkFk vkarfjd vads{k.k fu"d"kksaZ ij dk;Zdkjh lkjka'k dh leh{kk djrh gSA blds vykok] fiNyh cSBd esa ppkZ dh xbZ ,D'ku Vsdu fjiksVZ vuqikyukvks dks foLr`r fjiksVZ ds lkFk vxyh cSBd esa çLrqr fd;k tkrk gSA vkarfjd ys[kk ijh{kd daiuh }kjk viukbZ xbZ lHkh uhfr;ksa vkSj ekud lapkyu çfØ;kvksa ¼,lvksih½ dk

mfpr vuqikyu lqfuf'pr djrs gSaA vkarfjd ys[kk ijh{kdksa dh fjiksVZ ds vk/kkj ij] çca/ku vius lacaf/kr {ks=ksa esa lq/kkjkRed dkjZokbZ djrk gS vkSj bl rjg fu;a=.kksa dks etcwr djrk gSA

23- tkx:drk@Oghly Cyksvj uhfr

dEiuh esa /kks[kk/kM+h vkSj dqizcU/ku ds mnkgj.k ls fuiVus ds fy, tkx:drk uhfr uked ,d fuxjkuh ra= gSA tkx:drk uhfr dk fooj.k fuxfer iz'kklu dh fjiksVZ esa crk;k x;k gS vkSj ;g Hkh dEiuh dh osclkbZV https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981ba ab9/1676720960354/6.+Whistle-Blower-Policy.pdf ij n'kkZ;k x;k gSA

daiuh ds fdlh Hkh dehZ dks v‚fMV desVh rd igqpus ls oafpr ugha fd;k x;k gSA o"kZ ds nkSjku] daiuh dks dksbZ fOgly Cyksvj f'kdk;r ugha feyh gSA

24- ukekadu ,oa ikfjJfed uhfr

ukekadu vkSj ikfjJfed lfefr us daiuh dh ukekadu vkSj ikfjJfed uhfr dh flQkfj'k dh] ftls cksMZ }kjk fof/kor vuqeksfnr fd;k x;k FkkA uhfr daiuh ds dqN ekxZn'kZd fl)karksa ij çfrfcafcr djrh gS tSls fd ikfjJfed dk Lrj vkSj jpuk daiuh dks lQyrkiwoZd pykus ds fy, vkSj vko';d xq.koÙkk ds deZpkfj;ksa dks vkdf"kZr djus] cuk, j[kus vkSj çsfjr djus ds fy, i;kZIr gS ;k ugha gS vkSj funs'kdksa dks ikfjJfed] eq[; çca/kdh; dkfeZd vkSj ofj"B çca/ku esa daiuh vkSj blds y{;ksa ds fy, mi;qä y?kq vkSj nh?kZdkfyd çn'kZu mís';ksa dks n'kkZus okyk osru 'kkfey gSA blus Lora= funs'kd vkSj vU; funs'kdksa] funs'kd eaMy vkSj funs'kd eaMy dh lfefr;ksa ds çn'kZu ewY;kadu ds ekunaM Hkh fu/kkZfjr fd,A ;g Hkh dEiuh dh osclkbZV https://static1. squarespace.com/static/6206a24e38ca4200c0141c78/t/6304b6 9d7926221eaadd376d/1661253278802/BSL-Nomination-andRemuneration-Policy.pdf ij n'kkZ;k x;k gSA

25- fuxfer lkekftd mRrjnkf;Ro

daiuh vf/kfu;e] 2013 dh /kkjk 135 vkSj daiuh ¼d‚iksZjsV lkekftd mÙkjnkf;Ro uhfr½ fu;e] 2014 ds çko/kkuksa ds vuqlkj] çR;sd daiuh tks yxkrkj rhu foÙkh; o"kksaZ ds fy, vf/kfu;e dh /kkjk 135 dh mi/kkjk ¼1½ ds varxZr vkus okyh daiuh ugha jg tkrh gS mlls lh,lvkj lfefr dk xBu djus vkSj mä /kkjk dh mi&/kkjk ¼2½ ls ¼5½ esa fufgr çko/kkuksa dk vuqikyu djus ds fy, o"kksaZ dh vko';drk ugha gksxh] tc rd fd og daiuh vf/kfu;e 2013 dh /kkjk 135 dh mi&/ kkjk ¼1½ esa fufnZ"V ekunaMksa dks iwjk ugha djrhA

pkyw o"kZ ds nkSjku] daiuh us lh,lvkj xfrfof/k;ksa ij ` 26-71 yk[k dk O;; fd;k gSA

lfefr dk fooj.k] [kpZ dh xbZ jkf'k dk fooj.k vkSj mlds lanHkZ dh 'krsaZ cksMZ dh fjiksVZ dk fgLlk cuus okyh d‚iksZjsV xousaZl fjiksVZ esa fu/kkZfjr dh xbZ gSaA lh,lvkj uhfr vkSj o"kZ ds nkSjku daiuh /kkjk lh,lvkj ij dh xbZ igy ds ckjs esa fooj.k daiuh dh osclkbV ij osc fyad ij miyC/k gS% https://www.bslltd.com/

gekjh lh,lvkj xfrfof/k;ksa ij okf"kZd fjiksVZ ifjf'k"V& iV ds vuqlkj layXu gSA

17

Annual Report 2023-2024

funs'kd eaMy dk izfrosnu

26- lfefr;k¡

daiuh us v‚fMV lfefr] ukekadu vkSj ikfjJfed lfefr] fgr/kkjd laca/k lfefr vkSj 'ks;j gLrkarj.k lfefr dk xBu fd;k gSA lfefr;ksa dk fooj.k d‚iksZjsV xousaZl fjiksVZ esa fn;k x;k gS tks cksMZ dh fjiksVZ dk vfHkUu vax gSA ys[kkijh{kk lfefr dh lHkh flQkfj'ksa cksMZ }kjk Lohdkj dj yh xbZaA fdlh Hkh deZpkjh dks v‚fMV desVh rd igqapus ls euk ugha fd;k x;kA

27- lHkk;sa

o"kZ ds nkSjku fnukad 08 ebZ] 2023] 09 vxLr] 2023] 06 uoacj] 2023 vkSj 10 Qjojh] 2024 dks funs'kd eaMy dh lHkk;sa vk;ksftr dh xbZ gSA ftldk fooj.k fuxfer iz'kklu dh fjiksVZ esa fn;k x;k gSA dEiuh vf/kfu;e 2013] ICSI ds }kjk çdkf'kr lfpoh; ekud&1 vkSj lsch ¼fyfLVax nkf;Ro ,oa çdVhdj.k vko';drk½ vf/kfu;e] 2015 ds rgr~ cSsBdksa dh vof/k ds chp vUrj fu/kkZfjr vof/k ds Hkhrj FkkA

28- funs'kdksa ,oa izeq[k izcU/kdh; dfeZd

1- funs'kdksa esa ifjorZu &

• v- Jh v#.k pwM+hoky] ¼ DIN % 00001718½ vkSj Jh jfo >qu>quokyk ¼ DIN % 00060972½ funs'kd vkxkeh okf"kZd vke cSBd esa jksVs'ku ds vk/kkj ij lsokfuo`Ùk gksaxs vkSj ik= gksus ij] [kqn dks iqufuZ;qfä ds fy, is'k djsaxsA cksMZ mudh iqufuZ;qfä dh vuq'kalk djrk gSA

• vk- Jh 'ks[kj vxzoky] ¼MhvkbZ,u% 00066113½ vkSj Jh çoh.k tSu ¼MhvkbZ,u% 09196198½ funs'kd jksVs'ku ls lsokfuo`Ùk gq, vkSj 28 flracj] 2023 dks vk;ksftr fiNyh okf"kZd vke cSBd esa fQj ls fu;qä fd, x,A

• b- Jh vej ukFk pkS/kjh ¼ DIN % 00587814½] Jh lq'khy >qu>quokyk ¼ DIN % 00082461½] Jh fxfjjkt çlkn fla?ky ¼ DIN % 00331849½ vkSj Jherh vfHkyk"kk feekuh ¼ DIN % 06932590½ 2014 ls daiuh ds Lora= funs'kd FksA nwljk dk;Zdky daiuh ds mi;qZä lHkh Lora= funs'kdksa dh fu;qfä 31 ekpZ 2024 dks lekIr gks xbZA rnuqlkj] os daiuh ds funs'kd ugha jg x, gSaA

cksMZ Lora= funs'kdksa ds :i esa muds dk;Zdky ds nkSjku muds cgqewY; ;ksxnku vkSj ekxZn'kZu ds fy, gkfnZd ljkguk djrk gSA

• bZ- 02 uoacj] 2023 dks gqbZ cSBd esa ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ds vk/kkj ij funs'kd eaMy us 06 uoacj 2023 dks gqbZ viuh cSBd esa Jh gsear deyk tkyku ¼ DIN % 00080942½] Jh vfouk'k rksnh ¼ DIN % 01970390½ vkSj Jherh vkjrh ch vxzoky ¼MhvkbZ,u% 00152346½ dks 'ks;j/kkjdksa dh eatwjh ds v/khu 06 uoacj 2023 ls 5 lky dh vof/k ds fy, Lora= funs'kd dh Js.kh esa vfrfjä funs'kd ds :i esa fu;qä fd;kA 'ks;j/kkjdksa us 20 tuojh] 2024 dks Mkd eri= ds ek/;e ls rhuksa funs'kdksa dh Lora= funs'kd ds :i esa fu;qfä dks eatwjh ns nhA

Jh gseUr deyk tkyku ds ikl Hkkjrh; çkS|ksfxdh laLFkku] dkuiqj ls Lukrd dh fMxzh] LVSuQksMZ fo'ofo|ky; ls Lukrd dh fMxzh vkSj f'kdkxks fo'ofo|ky; ls ,ech, dh

fMxzh gSA og bafMxks isaV~l fyfeVsM ds laLFkkid gSa vkSj muds ikl 23 o"kksaZ ls vf/kd dk vuqHko gSA og vius vf/kdka'k O;kolkf;d thou esa ,d m|eh jgs gSaA og igys ,,Q QxZ~;wlu ,aM daiuh ¼1980&82½ ls tqM+s Fks vkSj osnkark xzqi v‚Q baMLVªht ¼1996&99½ esa ofj"B mik/;{k FksA og gSykstu dsfedYl çkbosV fyfeVsM fyfeVsM] ,Iiy dseh ¼bafM;k½ çkbosV fyfeVsM vkSj thml U;wesfjDl çkbosV fyfeVsM ds cksMZ esa Hkh gSaA

Jh vfouk'k VksMh us daI;wVj foKku esa bathfu;fjax Lukrd dh i<+kbZ iwjh dh gS vkSj muds ikl 17 o"kksaZ ls vf/kd dk le`) vuqHko gSA mudk uohure vkbZVh rduhdksa vkSj vkfVZfQf'k;y baVsfytsal vkSj baVjusV v‚Q fFkaXl dh vksj rduhdh >qdko gSA

Jherh vkjrh ch vxzoky us i‚fyfVdy v‚ulZ esa ch, iwjk fd;k gS vkSj muds ikl peM+k ifj/kku m|ksx esa 30 o"kksaZ ls vf/kd dk O;kid vuqHko gSA

vkids funs'kd eaMy dk ekuuk gS fd Jh gsear deyk tkyku] Jh vfouk'k VksMh vkSj Jherh vkjrh ch vxzoky ds ikl visf{kr lR;fu"Bk] fo'ks"kKrk] fof'k"V Kku] vuqHko] n{krk gS vkSj cksMZ esa mudh fu;qfä ls cksMZ dh lexz fo'ks"kKrk dks O;kid cukus esa enn feysxh vkSj O;kid vuqHko yk,xk A

• m- 24 uoacj] 2023 dks gqbZ cSBd esa ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ds vk/kkj ij funs'kd eaMy us 1 fnlacj] 2023 dks ifji= ladYi ds ek/;e ls Jh dq.kky >qu>quokyk ¼MhvkbZ,u% 00752437½ dks Lora= funs'kd dh Js.kh esa 'ks;j/kkjdksa dh eatwjh ds v/khu 1 fnlacj] 2023 ls 5 lky dh vof/k ds fy, vfrfjä funs'kd ds :i esa fu;qä fd;kA 'ks;j/kkjdksa us 20 tuojh] 2024 dks Mkd eri= ds ek/;e ls Jh dq.kky >qu>quokyk dh Lora= funs'kd ds :i esa fu;qfä dks eatwjh ns nhA

Jh dq.kky >qu>quokyk d‚ud‚MZ u‚uoqosu baMLVªht çkbosV fyfeVsM ds funs'kd gSa vkSj 25 o"kksaZ ls vf/kd dk vuqHko gSA og vius vf/kdka'k O;kolkf;d thou esa ,d m|eh jgs gSaA mudk vuqHko daiuh ds fy, cgqr mi;ksxh gS-

vkids funs'kd eaMy dk ekuuk gS fd Jh dq.kky >qu>quokyk ds ikl daiuh esa Lora= funs'kd ds :i esa fu;qfä ds fy, visf{kr lR;fu"Bk] fo'ks"kKrk] fof'k"V Kku] vuqHko] n{krk gSA

• Å- v/;{k ds :i esa ukfer iw.kZdkfyd funs'kd ds :i esa Jh v#.k pwM+hoky dk dk;Zdky 31 vxLr] 2024 dks lekIr gks tk,xkA muds çn'kZu ds ewY;kadu vkSj ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ds vk/kkj ij cksMZ 01 flrEcj] 2024 ls 31 vxLr] 2027 rd 3 lky ds ,d vkSj dk;Zdky ds fy, mudh iqu% fu;qfä dh flQkfj'k djrk gSA

• _- çca/k funs'kd ds :i esa Jh fuosnu pwM+hoky dk dk;Zdky 25 tqykbZ] 2024 dks lekIr gks tk,xkA muds çn'kZu ewY;kadu vkSj ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ds vk/kkj ij] cksMZ 26 tqykbZ] 2024 ls 25 tqykbZ] 2027 rd 3 lky ds ,d vkSj dk;Zdky ds fy, mudh iqu% fu;qfä dh flQkfj'k djrk gSA

18

==> picture [39 x 35] intentionally omitted <==

funs'kd eaMy dk izfrosnu

• ,- funs'kd ¼lapkyu½ ds :i esa ukfer iw.kZdkfyd funs'kd Jh çoh.k tSu dk dk;Zdky 6 twu] 2024 dks lekIr gks tk,xkA muds çn'kZu ewY;kadu vkSj ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ds vk/kkj ij cksMZ 07 twu] 2024 ls 06 twu] 2027 rd 3 o"kZ dh vof/k ,d vkSj dk;Zdky ds fy, mudh iqu% fu;qfä dh flQkfj'k djrk gSA

• ,s- ,d Lora= funs'kd ds :i esa Jh txnh'k paæ yïk dk dk;Zdky 09 Qjojh] 2025 dks lekIr gks tk,xkA çn'kZu ewY;kadu ds vk/kkj ij vkSj ukekadu vkSj ikfjJfed lfefr dh flQkfj'k ij] funs'kd eaMy us 20 ebZ] 2024 dks vk;ksftr viuh cSBd esa mudh fu;qfä dks eatwjh ns nhA daiuh ds O;olk; ds lanHkZ esa cksMZ ds fy, vko';d dkS'ky] fo'ks"kKrk vkSj n{krkvksa dks /;ku esa j[krs gq, 10 Qjojh] 2025 ls 5 lky ds nwljs dk;Zdky ds fy, fu;qfä dks eatwjh ns nhA blds vykok] mudh iqufuZ;qfä vkxkeh okf"kZd vke cSBd esa 'ks;j/kkjdksa dh eatwjh ds v/khu gSA

• lsch fyfLVax fofu;e vkSj lfpoh; ekud &2 ds fofu;eu 36 ds rgr vko';d vU; lacaf/kr tkudkjh ds lkFk Jh v#.k pwM+hoky] Jh fuosnu pwM+hoky] Jh çoh.k tSu vkSj Jh txnh'k paæ yïk dk laf{kIr çksQkby vkidh daiuh dh 53oha ,th,e uksfVl esa çLrqr fd;k x;k gSA

çeq[k çca/kdh; dkfeZd

foÙkh; o"kZ 2023&24 ds nkSjku daiuh ds çeq[k çca/kdh; dkfeZd esa dksbZ cnyko ugha gqvkA

2- LorU= funs'kdksa }kjk dh xbZ ?kks"k.kk &

lHkh Lora= funs'kd dEiuh vf/kfu;e 2013 dh /kkjk 149¼6½ ,oa lsch ¼fyfLVax nkf;Ro ,oa çdVhdj.k vko';drk½ vf/kfu;e] 2015 ds fu;e 16 ¼1½ ch ds vUrxZr crkbZ xbZ Lora=rk ds ekunaM dh vuqikyuk djrs gS vkSj daiuh vf/kfu;e] 2013 dh vuqlwph IV esa fu/kkZfjr Lora= funs'kdksa ds vuqikyu dh iqf"V dhA Lora= funs'kdksa us iqf"V dh gS fd os çca/ku l s Lora= gSaA blds vykok] Lora= funs'kdksa us iqf"V dh gS fd os çca/ku ls Lora= gSa vkSj mUgksaus [kqn dks Lora= funs'kd ds MsVkcSad ij iath—r fd;k gS vkSj bafM;u baLVhVîwV v‚Q d‚jiksjsV vQs;lZ ¼vkbZvkbZlh,½ ijh{kk esa mÙkh.kZ@gq, gS@NwV feyh gS A

3- cksMZ dk okf"kZd ewY;kadu&

dEiuh vf/kfu;e 2013] lsch ¼fyfLVax nkf;Ro ,oa çdVhdj.k vko';drk½ vf/kfu;e] 2015 ,oa lsch }kjk tkjh fd, x, cksMZ ewY;kadu ij ekxZn'kZu uksV ds vuqikyu esa] vkids funs'kd eaMy us] leh{kk/khu foÙkh; o"kZ ds nkSjku] daiuh ds ukekadu vkSj ikfjJfed uhfr esa x.kuk ds vuqlkj tSls usrRo vkSj usrRo {kerk] uhfr;ksa] lajpukvksa vkSj çfØ;kvksa dk vkdyu] vuqekuksa ds f[kykQ d‚iksZjsV ifj.kkeksa dh fu;fer fuxjkuh] Li"V :i ls d‚iksZjsV mís';ksa vkSj ;kstukvksa dks ifjHkkf"kr djus esa ;ksxnku] i;kZIr] çklafxd vkSj le; ij tkudkjh çkIr djuk] j.kuhfrd vkSj ifjpkyu ;kstukvksa] mís';ksa] ctV dh leh{kk miyfC/k dh igpku djuk fuxjkuh vkSj egRoiw.kZ d‚iksZjsV tksf[keksa dks de djuk] ds,eih] ofj"B vf/kdkfj;ksa dh lh/ks fuxjkuh vkSj ewY;kadu djuk] çca/ku dh mÙkjkf/kdkj ;kstuk] çHkkoh cSBdsa] lfefr;ksa

dh Li"V :i ls ifjHkkf"kr Hkwfedk vkSj fuxjkuh xfrfof/k;ksa vkSj uSfrd vkpj.k dh leh{kk vkfn Lrjksa ij vius Lo;a ds çn'kZu ds lkFk&lkFk viuh lfefr;ksa ds okf"kZd ewY;kadu vkSj O;fäxr funs'kdksa dk Hkh ewY;kadu fd;kA vkids funs'kdksa dks lnL;ksa dks lwfpr djus esa [kq'kh eglwl gksrh gS fd cksMZ dk çn'kZu lexz :i ls vkSj blds lnL;ksa dks O;fäxr :i ls larks"ktud ekuk x;kA bl ij vf/kd fooj.k fuxfer iz'kklu dh fjiksVZ esa fn;k x;k gSA

29- fuxfer ç'kklu

dEiuh fuxfer iz'kklu ds mPpre ekudks dks cuk;s j[kus vkSj lsch }kjk fuxfer iz'kklu dh vuqikyuk ds fy, izfrc) gSA fuxfer iz'kklu dh 'krksZa ds vuqikyu dh iqf’V ds fy, ys[kk ijh{kd loZ Jh ,l,l,e,l ,aM ,lksfl,V~l] pkVZMZ ,dkmaVsaV~l] 16] cslesaV] ghjkiUuk ekdsZV] iqj jksM+] HkhyokM+k ¼jkt-½ }kjk fuxfer iz'kklu ij nh x;h fjiksVZ ,oa izek.k&i=] lsch ¼fyfLVax nkf;Ro ,oa çdVhdj.k vko';drk½ vf/kfu;e] 2015 ds fu;e 34 ¼3½ esa of.kZr vuqikyuk dh iqf"V djrh gSA

30- deZpkjh vkSj lEcfU/kr ds fooj.k

dEiuh vf/kfu;e 2013 dh /kkjk 197 ¼12½ ,oa dEiuh ¼izcU/kdh; dfeZ;ksa dk ikfjJfed ,oa fu;qfDr½ fu;e] 2014 ds fu;e 5 ¼1½ ds vuqlkj ikfjJfed ls lEcfU/kr izdVhdj.k ,oa vU; fooj.k ifjf'k"V& V esa n'kkZ;k x;k gSA

dEiuh vf/kfu;e 2013 dh /kkjk 197 ¼12½ ,oa dEiuh ¼izcU/kdh; dfeZ;ksa dk ikfjJfed ,oa fu;qfDr½ fu;e] 2014 ds fu;e 5 ¼2½ ,oa 5 ¼3½ ds vUrxZr vko';d izdVhdj.k ifjf'k"V& Vi esa n'kkZ;k x;k gSA

31- vuisM vkSj vuDysEM ykHkka'k jkf'k dk fuos'kd f'k{kk vkSj laj{k.k dks"k esa LFkkukarj.k

daiuh vf/kfu;e 2013 dh /kkjk 125 ds çko/kkuksa ds vuqlkj] foÙkh; o"kZ 2015&16 ds fy, ?kksf"kr ykHkka'k] tks lkr o"kksaZ dh vof/k ds fy, voSrfud ;k nkok u fd;k x;k Fkk] daiuh }kjk 24@11@2023 dks vkbZbZih,Q esa LFkkukarfjr dj fn;k x;k gSA mä vf/kfu;e dh /kkjk 125 ds vuqlkj dsaæ ljdkj }kjk LFkkfir vkbZbZih,Q esa 31 ekpZ 2024 rd daiuh us fuos'kd f'k{kk vkSj laj{k.k fuf/k esa ` 24]92]853-85@& gLrkarfjr dj fn, gSaA

daiuh vf/kfu;e 2013 dh /kkjk 125 ds çko/kkuksa ds vuqlkj foÙkh; o"kZ 2016&17 ds fy, ?kksf"kr ykHkka'k tks lkr o"kksaZ dh vof/k ds fy, voSrfud ;k nkok u fd;k x;k gks daiuh }kjk dsaæ }kjk LFkkfir vkbZbZih,Q esa LFkkukarfjr dj fn;k tk,xkA mä vf/kfu;e dh /kkjk 125 ds vuqlkj ljdkjA daiuh us vuisM fMfoMsaM dh iwjh tkudkjh viuh osclkbV https://www.bslltd.com/investors ij viyksM dj nh gSA

32- vuisM 'ks;jksa dk fuos'kd f'k{kk vkSj laj{k.k dks"k esa LFkkukarj.k

daiuh us fuos'kd f'k{kk vkSj laj{k.k fuf/k çkf/kdj.k ¼ys[kkadu] ys[kk ijh{kk] LFkkukarj.k vkSj fjQaM½ fu;e] 2016 ¼^^vkbZbZih,Q fu;e 2016^^½ ds vuqlj.k esa] mu lHkh 'ks;jksa dks vkbZbZih,Q ds çkf/kdj.k ds ukfer MheSV [kkrs esa LFkkukarfjr dj fn;k Fkk ftuds laca/k esa ykHkka'k dk Hkqxrku lkr o"kksaZ ;k mlls vf/kd ls nkok ugha fd;k x;k gSA lHkh lacaf/kr 'ks;j/kkjdksa dks muds iath—r irs ij ,d uksfVl Hkstk x;k FkkA daiuh us lacaf/kr 'ks;j/kkjdksa dks blds ckjs esa lwfpr djrs gq, vaxzsth lekpkj i= ^fctusl LVSaMMZ^ vkSj fganh lekpkj i=

19

Annual Report 2023-2024

funs'kd eaMy dk izfrosnu

^nSfud uoT;ksfr^ esa Hkh ,slk uksfVl çdkf'kr fd;k FkkA daiuh us ,sls 'ks;j/kkjdksa vkSj vkbZbZih,Q [kkrs esa gLrkarfjr 'ks;jksa dk iwjk fooj.k viuh osclkbV www.bslltd.com ij viyksM dj fn;k gSA 31 ekpZ] 2024 rd daiuh us dqy 236592 'ks;j vkbZbZih,Q MheSV [kkrs esa VªkalQj dj fn, gSa] tks daiuh dh dqy 'ks;j/kkfjrk dk 2-29 % fgLlsnkjh gSA

daiuh] fuos'kd f'k{kk vkSj laj{k.k fuf/k çkf/kdj.k ¼ys[kkadu] ys[kk ijh{kk] LFkkukarj.k vkSj fjQaM½ fu;e] 2016 ds vuqlj.k esa] daiuh mu lHkh 'ks;jksa dks vkbZbZih,Q çkf/kdj.k ds ukfer MheSV [kkrs ds uke ij LFkkukarfjr dj nsxh ftuds laca/k esa 'ks;j/kkjdksa }kjk yxkrkj lkr o"kksaZ ;k mlls vf/kd le; ls ykHkka'k dk Hkqxrku ;k nkok ugha fd;k x;k gSA bl laca/k esa lHkh lacaf/kr 'ks;j/kkjdksa dks muds iath—r irs ij uksfVl Hkstk tk,xkA daiuh lacaf/kr 'ks;j/kkjdksa dks blds ckjs esa lwfpr djus ds fy, vaxzsth lekpkj i= vkSj fganh lekpkj i= esa Hkh ,slk uksfVl çdkf'kr djsxhA

33- lfpoh; ekud

daiuh us ,l,l&1 ^funs'kd eaMy dh cSBdksa^ ls lacaf/kr] ,l,l&2 ^lkekU; cSBd^ ls lacaf/kr] ,l,l&3] ^ykHkka'k^ ls lacaf/kr vkSj ,l,l&4] ^funs'kd eaMy dh fjiksVZ^ ls lacaf/kr vkfn lfpoh; ekud dk ikyu fd;k gSA

34- daiuh vf/kfu;e] 2013 ds rgr vU; çdVhdj.k

• 31 ekpZ 2024 dks lekIr gq, o"kZ ds nkSjku daiuh us turk ls fdlh Hkh tek jkf'k dks vkeaf=r@Lohdkj ugha fd;k gSA 31 ekpZ] 2024 dks dksbZ vuDysEM ;k vuiSM tek ugha FkhA

• foÙk o"kZ 2023&24 ds nkSjku O;olk; dh ç—fr esa dksbZ cnyko

• ugha gqvk gSA

• vkidh daiuh ds funs'kd eaMy us leh{kk ds rgr o"kZ esa+ tujy fjtoZ ds fy, dksbZ jkf'k gLrkarfjr ugha djus dk fu.kZ; fy;k gSA

• daiuh ds foÙkh; o"kZ ds var ls fjiksVZ dh frfFk ds chp daiuh dh foÙkh; fLFkfr dks çHkkfor djus okys dksbZ Hkh HkkSfrd ifjorZu vkSj çfrc)rk ugha gSaA

• o"kZ ds nkSjku fu;kedksa ;k vnkyrksa ;k fVªC;wuy }kjk tkjh fd, x, ,sls egRoiw.kZ vkSj HkkSfrd vkns'k ugha gq, gSa tks Hkfo"; esa daiuh ds lapkyu dks çHkkfor djrs gSaA

• daiuh ds tksf[ke çca/ku ds ckjs esa fooj.k çca/ku ppkZvksa vkSj fo'ys"k.k esa ifjHkkf"kr fd;k x;k gSA

• daiuh ds dksbZ lgk;d] la;qä m|e vkSj lg;ksxh daiuh ugha gSA

• o"kZ ds nkSjku] daiuh dks dk;ZLFky ij efgyk mRihM+u ¼jksdFkke] fu"ks/k vkSj fuokj.k½ vf/kfu;e] 2013 ds rgr dksbZ f'kdk;r ugha feyhA

• daiuh dh iwath lajpuk esa dksbZ cnyko ugha gqvk gSA

• fnokyk vkSj fnokfy;kiu lafgrk ds rgr dksbZ vkosnu ugha fd;k x;k gS( blfy, o"kZ ds nkSjku fnokyk vkSj fnokfy;kiu lafgrk] 2016 ¼2016 dk 31½ ds rgr fd, x, vkosnu ;k yafcr fdlh Hkh dk;Zokgh ds fooj.k dks foÙkh; o"kZ ds var esa mudh fLFkfr ds lkFk çdV djus dh vko';drk ykxw ugha gSA

• ^^daiuh vf/kfu;e] 2013 vkSj mlds rgr vf/klwfpr fu;eksa ;k fyfLVax fu;eksa ds rgr dksbZ vU; çdVhdj.k ;k rks 'kwU; gS ;k ykxw ugha gS^^

35- funs'kdksa ds mÙkjnkf;Ro dk o.kZu

• dEiuh ds funs'kd] izkIr loksZd`"V Kku ,oa fo'okl rFkk mUgs izkIr lwpuk o Li"Vhdj.k ds vk/kkj ij dEiuh vf/kfu;e 2013 dh /kkjk 134 ¼3½ ¼l½ ds vuqikyuk esa vkids funs'kd lqfuf'pr djrs gS %

• 1- fd okf"kZd foŸkh; fooj.k 31 ekpZ 2024 dks lekIr gq, o"kZ dh rS;kjh e s a ;Fkksfpr ys[kkadu fl)karks dk ikyu fd;k x;k gS] lkFk gh egRoiw.kZ fopyuksa dh n'kk esa mi;qDr Li"Vhdj.k Hkh fn;s gSaA

• 2- fd foRrh; fooj.k ds uksV esa mYys[k foRrh; oDrO;ksa ds uksVks esa ls uksV 1 pquk x;k gSA mu ij yxkrkj vey fd;k vkSj mi;qDr fu.kZ; vkSj vuqeku yxk;sa] tks fd dEiuh ds foRrh; o"kZ dh lekfIr 31 ekpZ 2024 ij fLFkfr fooj.k o o"kZ Hkj ds ykHk gkfu dh fLFkfr dks lR; o larks"ktud :Ik esa n'kkZrs gaSA

• 3- fd funs'kdksa us dEiuh dh lEifRr;ksa dh lqj{kk vkSj /kks[kk/kM+h ,oa vfu;ferrk dh tkaWp o jksd ds laca/k esa dEiuh vf/kfu;e 2013 esa of.kZr fu;eksa dk ikyu djrs gq, ;ksX; ys[kkadu iqLrdksa ds j[kj[kko ds fy, ;Fkksfpr o Ik;kZIr lko/kkuh dk ikyu dh gSA

• 4- fd funs'kdksa us okf"kZd foŸkh; fooj.k] O;olk; dh fujUrjrk ds fl}kUr dks /;ku es j[krs gq, rS;kj fd;saA

• 5- fd vkUrfjd foŸkh; fu;a=.k i)rh i;kZIr o izHkkoh gSA

• 6- fd lHkh mi;qDr dkuwu ds fu;e dh ikyuk djus dh iz.kkyh gS tks iz;kZIr o izHkkoh gSA

36- daiuh ij ck/;dkjh dqN çdkj ds le>kSrksa dk [kqyklk

fyfLVax fofu;eksa dh vuqlwph III ] iSjk ,] [kaM 5, esa fufnZ"V vuqlkj daiuh ds çca/ku ;k fu;a=.k dks çHkkfor djus ;k daiuh ij dksbZ çfrca/k yxkus ;k dksbZ nkf;Ro cukus okyk dksbZ le>kSrk ugha gSA

37- vkHkkj izn'kZu

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form No. MR-3

secRetARiAL AUdit RePORt

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, BSL Ltd Post Box No. 16-17, Mandpam, Bhilwara, Rajasthan – 311 001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BsL Ltd (hereinafter called “ the company ”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the Financial year ended on March 31, 2024 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

• (i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the

• rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws

• framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings ;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) The Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the company during the Audit Period);

• (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the company during the Audit Period);

• (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the company during the Audit Period);

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the company during the Audit Period);

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the company during the Audit Period); and

• (e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

• (vi) As confirmed by the management, there are no sector specific laws that are applicable specifically to the company.

We have also examined compliance with the applicable clauses of the following:

• i. Secretarial Standards issued by The Institute of Company Secretaries of India;

• ii. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Ltd.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. Further, the Company has also maintained Structured Digital Database(“SDD”) in compliance with Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 .

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining

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further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has not undertaken any event/action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

for V. M. & Associates company secretaries Place: Jaipur UdiN: f003355f000403535 date: 20[th] May, 2024 (icsi Unique code P1984RJ039200) PR 5447/2024

cs Manoj Maheshwari Partner Membership No.: fcs 3355 c P No.: 1971

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of this report.

Annexure A

To,

The Members, BSL Ltd Post Box No. 16-17, Mandpam, Bhilwara, Rajasthan – 311 001

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Jaipur date: 20[th] May, 2024

for V. M. & Associates company secretaries UdiN: f003355f000403535 (icsi Unique code P1984RJ039200) PR 5447/2024

cs Manoj Maheshwari Partner Membership No.: fcs 3355 c P No.: 1971

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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 as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given here below and forms part of the Board’s Report.

A. conservation of energy

Energy conservation dictates how efficiently a Company can conduct its operations. BSL has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices. In line with the Company’s commitment towards becoming an environment friendly organisation, all divisions continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices.

(i) the step taken or impact on conservation of energy:

• Total energy saved in Year 2023-24 due to energy conservation steps is 54000 Units in Spinning & Weaving division and 75000 Units in Process division.

• The impact of these energy conservation measures will be around 0.76 Lakhs Units in Spinning & Weaving division and 1.10 Lakhs Units in Process division in the year 2024-25.

• Saved 7.07 lacs Units as generated from Low Pressure Turbine installed on boiler running on biomass.

• The fossil fuel saving is around 17000 Ton as boilers and thermopac are running on Biomass.

(ii) the steps taken by the company for utilizing alternate source of energy:

• Converted the use of LPG cylinders to PNG supplied by Adani for Singeing.

• Installed 2.0 MW roof top solar on cotton spinning with highest power solar modules of capacity 655 watt.

• Around 66.0 Lacs units generated from Solar rooftop installed in the premises in the year 2023-24.

(iii) the capital investment on energy conservation equipment:

• Total Capital Investment on Energy Conservation measures is around ` 37.00 Lakhs for year 2023-24.

B. technology absorption

BSL focuses on new products, processes and catalyst development to support existing business and create breakthrough technologies for new businesses.

• (i) The efforts made by the Company towards technology absorption during the year under review are:

• Planning to introduce new product range of wider width fabric for home furnishing.

• Installed energy efficient RF Dryer.

• Adopted continuous compressed air leakage arresting program in all divisions.

• Conducted SITRA audit to find more opportunities of power saving.

• Optimization of compressed air network to reduce pressure losses is continue.

• Conducted Fire and Safety audit for boiler and thermopac and husk and fuel storage area to lower the risk of fire.

• Upgraded our existing RO system to get full capacity.

• Optimization of steam line network to prevent leakages and to reduce pressure losses is continue.

• Installed bag filter to reduce particulate matter in environment at Thermopac and Boiler

• Installed Energy efficient 8 chamber Inspiron make Stenter replacing with old Yamuna make 6 chamber Stenter.

• Renovating the old underground hydrant line to overhead line to prevent the losses of water leakages.

• Exploring more space to install further 1.5 MW to 2.0 MW capacity of Roof top solar.

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

• Around 1.29 Lakh unit saved by different energy conservation measures adopted in Spinning, Weaving and Process.

• Continuous drive of air leakage arresting improved the working of compressors and reduced the power consumption also.

• Biomass boilers and thermopac are saving huge amount of fossil fuel(coal).

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• Around 7.0 MW solar power installed within premises which is fulfilling around 7-8 % power of total consumption.

• Conversion from LPG to PNG is saving around ` 2.0 Lakh per month.

• (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable

• (iv) The expenditure incurred on Research and development

• The Company has incurred an expenditure of ` 403.38 Lakhs towards Research and Development.

  • Details of Expenditure incurred on Research and Development during the year is as follows :

Details of Expenditure incurred on Research and Development during the year is as follows :	Details of Expenditure incurred on Research and Development during the year is as follows :	Details of Expenditure incurred on Research and Development during the year is as follows :	Details of Expenditure incurred on Research and Development during the year is as follows :
(`in lakh)
	2023-24	2022-23	2021-22
Capital	1.54	762.03	-
Recurring	403.38	339.20	320.31
Total Expenditure as % of total turnover	0.61	2.33	0.96

c. foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo during the year are as under :

The details of foreign exchange earnings and outgo during the	year are as under :	year are as under :
	2023-24		2022-23
Earning		36352.44		23363.73
Outgo :
(Revenue A/c)	4879.01		4843.74
(Capital A/c)	67.06		2800.16

for and on behalf of the Board for BsL Ltd

Place : Kolkata (W.B.) Date : 20[th] May, 2024

Regd. Office: ARUN cHURiWAL Post Box No. 16-17, cHAiRMAN Mandpam, diN: 00001718 Bhilwara-311001 (Rajasthan)

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form No. AOc-2

(Pursuant to clause (h) of sub section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

i. details of contracts or arrangements or transactions not at arm’s length basis:

There were no Contracts or arrangements or transactions entered into during the Financial Year ended on 31st March, 2024, which were not at arm’s length basis.

ii. details of material contracts or arrangements or transactions at arm’s length basis:

The details of material contracts or arrangement or transactions at arm’s length basis for the Financial Year ended on 31st March, 2024 are as follow:

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Name of the Nature of contracts/ duration of salient terms of the contracts/ date(s) of Amount Amount
related party arrangements/ the contracts/ arrangements/transactions approval by ( ` in Lakhs) paid as
and Nature of transactions arrangements/ the Board, if advances
Relationship transactions any
----- End of picture text -----

Name of the related party and Nature of Relationship	Nature of contracts/ arrangements/ transactions	duration of the contracts/ arrangements/ transactions	salient terms of the contracts/ arrangements/transactions	date(s) of approval by the Board, if any	Amount (`in Lakhs)	Amount paid as advances
RSWM Limited A Group Company (Related party in terms of Section 2(76)(v) of Companies Act, 2013)	Purchase/Sale of Raw Material & Finished Goods and store items and Interest paid	Yearly basis (i.e. for fnancial year 2023-24 from 1st April, 2023 to 31stMarch, 2024)	1. All Purchase order/Sales order/ Billing for Job works/services/ Expenses Receivable/ payable/ Mediclaim Policy Premium Receivable / Payable shall be placed at prevailing market price as applicable to other customers. 2. Credit period extended will be as per Dhara and interest chargeable in case of delayed payment will also be as per Dhara as applicable to other customers. 3. This contract can be terminated by either party giving one month’s notice in writing. 4. Any dispute arising out of this contract and remaining unresolved will be subject to Court in Bhilwara/Rajasthan. etc.	13.02.2023	7350.00	Nil
	Job Work/ Service Charges Receivables				15.00
	Job Work/ Service Charges Payables				150.00
	Rent Payable (Rent Contract for the period from 01.12.2022 to 31.10.2023 & from 01.11.2023 to 30.09.2024 for` 101598/- per month includingGST)				12.20

• Sale of Raw Material & Finished goods increased by 0.20 Lac as approved by Audit Committee and Board on 10.02.2024.

• On 28[th] September, 2022, Ordinary resolution was passed in Annual General Meeting of the Company as required as per Section 188 of the Companies Act, 2013.

for and on behalf of the Board for BsL Ltd

Place: Kolkata (W.B.) Date: 20[th] May, 2024

Regd. Office: BSL Limited, Post Box No. 16-17 Mandpam, Bhilwara- 311001 (Rajasthan)

ARUN cHURiWAL cHAiRMAN diN: 00001718

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ANNUAL RePORt ON cORPORAte sOciAL ResPONsiBiLitY (csR) ActiVities

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----- Start of picture text -----

s. No. Particulars Remarks
----- End of picture text -----

s. No.	Particulars	Particulars	Remarks
1.	Brief outline on CSR Policy of the Company.		Corporate social responsibility is also called corporate conscience, corporate citizenship, social performance, or sustainable business. It is a form of corporate self- regulation integrated into a business model. CSR policy functions as a built-in, self- regulating mechanism whereby a business monitors and ensures its active compliance with the spirit of the law, ethical standards, and international norms. Since inception, the Company has viewed CSR activities as an integral part of its corporate objectives, fully aligned with the overall business goals. The company has been associated with active participation in creating value to its different stakeholders through various social, cultural and economic developments projects in the region. With a view to making our work under the CSR policy sustainable, the activities are based on Core Competency, Community and Business Associates having multi- stakeholder approach. BSL plans to maintain and consolidate its position in society with an increased emphasis on socially and environmentally responsible practices both internally and in the communities in which it operate. CSR activity boost brand image of the Company and help to build trust and relationship with different stakeholders. It contributes to improve fnancialperformance and increase businessgrowth of the Company.
2.	Composition of CSR Committee sl. No Name of director designation /Nature of directorship Number of Meetings of csR committee held during theyear Number of Meetings of csR committee attended during theyear NIL _ The CSR expenditure is less than_`50 lakh, company is not required to constitute CSR committee. The functions of CSR Committee shall be discharge by the Board.**
3.	Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.
(a)	Composition of CSR committee:		N.A.
(b)	CSR Policy:		https://www.bslltd.com/investors
(c)	CSR projects		https://static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/6683a995f1e6f 64eed2131a9/1719904662599/CSR+Projects+2023-24.pdf
4.	Provide the executive summary along with web-links(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8,if applicable		Not Applicable
5.	A.	Average net proft of the company as per Sub-section (5) of section 135.	`1325.74 Lakhs (Netproft calculated asper Sec. 198 of Companies Act, 2013)
	B.	Two percent of average net proft of the companyasper section 135(5)	`26.51 Lakhs
	C.	Surplus arising out of the CSR projects or programmes or activities of theprevious fnancialyears.	Nil
	D.	Amount required to be set off for the fnancialyear,if any.	Nil
	E.	Total CSR obligation for the fnancial year (B + C + D).	`26.51 Lakhs

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|6.|A.|Amount spent on CSR Projects
(both Ongoing Project and other
than OngoingProject).|26.71 Lakhs|26.71 Lakhs|||||||
|---|---|---|---|---|---|---|---|---|---|---|
||B.|Amount spent in Administrative
Overheads.|Nil||||||||
||C.|Amount
spent
on
Impact
Assessment,if applicable.|Nil||||||||
||D.|Total amount spent for the
Financial Year (A + B +C).|Nil||||||||
||E.|CSR amount spent or unspent
for the Financial Year:|||||||||
||||total Amount
spent for
the financial
Year. (in**)**||**Amount Unspent (in**)||||||
||||||total Amount transferred to
Unspent csR Account as per
sub-section(6)of section 135||

Amount transferred to any fund specifed
under schedule Vii as per second proviso to
sub-section (5) of section 135.||||
||||||Amount|date of
transfer|Name of the
fund|Amount|date of
transfer||
||||26.71 Lakhs||Nil|NA|NA|Nil|NA||
||||||||||||
||F.|Excess amount for set off, if any|||||||||
||||sl. No.|Particular||||||Amount
(`in Lakhs)|
||||(1)|(2)||||||(3)|
||||(i)|Twopercent of average netproft of the companyasper section 135(5)||||||26.51|
||||(ii)|Total amount spent for the Financial Year||||||26.71|
||||(iii)|Excess amount spent for the fnancial year [(ii)-(i)]||||||0.20|
||||(iv)|Surplus arising out of the CSR projects or programmes or activities of
theprevious fnancialyears,if any||||||NIL|
||||(v)|Amount available for set off in succeedingfnancialyears[(iii)-(iv)]||||||0.20|
||||||||||||

1. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

1	2	3	4	5	6	6	7	8
sl. No.	Preceding financial Year(s).	Amount transferred to Unspent csR Account under section 135 (6)	Balance Amount in Unspent csR Account under section 135 (6)	Amount spent in the financial	Amount transferred to a fund as specifed under Schedule VII as per second proviso to section 135(5), if any		Amount remaining to be spent in succeeding fnancial years. (in`)	Defciency, if any
		(in**)**|**(in**)	Year (in**)**|**Amount (in**)	date of transfer
1	2022-23	-	-	-	Nil	-	-	-
2	2021-22	-	-	-	Nil	-	-	-
3	2020-21	-	-	-	Nil	-	-	-

1. Whether any Capital assets have been created or acquired through Corporate Social Responsibility amount spent in Financial Year: No

2. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section135:

For and on behalf of the Board of Directors For BsL Ltd

Place: Kolkata (W.B.) Date: 20[th] May, 2024

Arun churiwal Chairman

Nivedan churiwal (Managing Director)

Registered Office: BSL Limited, Post Box No. 16-17, Mandpam, Bhilwara – 311001 (Rajasthan)

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detAiLs PeRtAiNiNg tO ReMUNeRAtiON 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

• i. The percentage increase in remuneration of Chairman, Managing Director, Director (Operations) & CFO and Company Secretary during the financial year 2023-24 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

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s No. Name of director/kMP and Remuneration of director/ % increase in Remuneration Ratio of remuneration of
designation kMP ( ` in Lakhs) in the in the financial Year each director/ to median
financial Year 2023-24 2023-24 remuneration of employees
----- End of picture text -----

s No.	Name of director/kMP and designation	Remuneration of director/ kMP (`in Lakhs) in the financial Year 2023-24	% increase in Remuneration in the financial Year 2023-24	Ratio of remuneration of each director/ to median remuneration of employees
1.	Shri Arun Churiwal Chairman	` 215.77	Nil	54.49
2.	Shri Nivedan Churiwal Managing Director	` 194.26	Nil	49.06
3.	Shri Praveen Jain Director (Operations) & CFO	` 122.15	13.66	30.85
4.	Shri Shubham Jain Company Secretary	` 8.18	8.27	Not Applicable

v The Company pays remuneration only to Executive Directors. The Company does not pay any remuneration to its Non-Executive Directors. The Non-Executive Directors of the Company only received sitting fees for attending the meetings of the Board and Committees thereof.

ii. The median remuneration of the employees of the Company during the financial year 2032-24 was 0.33 Lakhs per month. ( 0.35 Lakhs per month in Financial Year 2022-23)

iii. In financial year, there was an increase of 8% in the median remuneration of employees. (8.00 % in 2022-23)

• iv. There were 460 permanent employees (staff) on the rolls of Company as on 31st March, 2024.

v. Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year, the total increase in remuneration of employees other than Managerial Personnel is 10.03% and increase in Managerial Remuneration is 2.59 %.

• vi. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

for and on behalf of the Board for BsL Ltd.

Place : Kolkata (W.B.) Date : 20[th] May, 2024 Regd. Office: (ARUN cHURiWAL) Post Box No. 16-17, cHAiRMAN Mandpam, diN: 00001718 Bhilwara-311001 (Rajasthan)

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stAteMeNt Of PARticULARs Of eMPLOYees PURsUANt tO sectiON 197 Of tHe cOMPANies Act, 2013 ReAd WitH RULe 5(2) Of tHe cOMPANies (APPOiNtMeNt ANd ReMUNeRAtiON Of MANAgeRiAL PeRsONNeL) RULes, 2014:

Details of the top ten employees in terms of remuneration drawn:-

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s. Name of employee designation Remuneration Nature of Qualifications experience date of Age detail of last Whether relative
No. per annum employment (No. of commencement employment held of director, if yes
( ` in lakhs) years) of employment before joining name of director
the company
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s. No.	Name of employee	designation	Remuneration per annum (`in lakhs)	Nature of employment	Qualifcations	experience (No. of years)	date of commencement of employment	Age	detail of last employment held before joining the company	Whether relative of director, if yes name of director
1	Shri Arun Churiwal	Chairman	215.77	Contractual Employment	B.A. (Hons)	47	04/11/1977	74 Years	Nil	Father of Shri Nivedan Churiwal
2	Shri Nivedan Churiwal	Managing Director	194.26	Contractual Employment	B.Com	27	26/07/1997	49 Years	Nil	Son of Shri Arun Churiwal
3	Shri Praveen Jain	Director (Operations) & CFO	122.15	Full time Employment	FCA, FCS, FCMA	37	01/08/1987	58 Years	Nil	-
4	Shri M.S. Khiria	VP (Export Marketing)	58.69	Full time Employment	MBA	34	01/08/1989	58 Years	Modern Threads (I) Limited, Bhilwara (Raj.)	-
5	Shri Arun Shraff	VP (Furnishing)	44.26	Full time Employment	B.Com	46	01/08/2012	64 Years	J. J. Exporters ltd., Kolkata	-
6	Shri O.P. Jangir	VP (Processing)	41.75	Full time Employment	B.E. (Textile Chemistry)	23	02/04/2022	47 Years	GBTL Bhiwani	-
7	Shri Rakesh Trivedi	General Manager (Dom.Mktg)	30.00	Full time Employment	MBA	27	02/07/2010	51 Years	Modern Denim	-
8	Shri Ajay Joshi	General Manager (Export)	26.22	Full time Employment	MBA	24	08/08/2000	47 Years	Nil	-
9	Shri M M Sarda	General Manager (Fin & A/cs)	24.57	Full time Employment	B.Com, CA	29	18/02/1995	57 Years	Nil	-
10	Shri Lokesh Sethia	General Manager (Processing)	24.05	Full time Employment	B S C, MBA	34	05/07/1990	56 Years	Nil	-

Notes:-

1. None of the employees of the company are covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as none of the employee is in receipt of remuneration in excess of remuneration drawn by Managing Director & Whole Time Director and holding more than 2% of the paid-up capital of the Company either himself or along with his spouse and dependent children.

2. Except above, none of the person was employed for the full year and was in receipt of remuneration of 1,02,00,000 or more and employed for part of the year and was in receipt of remuneration aggregating to 8,50,000/- or more per month.

3. Shri Arun Churiwal, Chairman is father of Shri Nivedan Churiwal, Managing Director.

for and on behalf of the Board for BsL Ltd.

Place : Kolkata (W.B.) Date : 20[th] May, 2024 Regd. Office: Post Box No. 16-17, Mandpam Bhilwara-311001 (Rajasthan)

(ARUN cHURiWAL) cHAiRMAN diN: 00001718

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1. company’s Philosophy on corporate governance

The Company’s Philosophy on Corporate governance is about promoting fairness, transparency, accountability, commitment to values, ethical business conduct and about considering all stakeholders’ interest while conducting business. Adherence to the standard Corporate Governance practices will ensure investors' confidence in the Company. At BSL, the Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The commitment of your company to the highest standards of corporate governance predates the provisions of the SEBI Listing Regulations and clause 49 of erstwhile Listing Agreement. Through this robust Corporate Governance mechanism that interlinks values, ethics and positive culture, the Company aims to achieve long-term sustainability. Our Corporate governance report for fiscal 2024 forms part of this Annual Report.

2. Board of directors

composition and category of directors:

A well-informed Board is an important facet of responsible behavior. The Board of your Company has a good and diverse mix of Executive and Non-Executive Directors and the same is also in line with the applicable provisions of section 149 of Companies Act, 2013 (‘the Act’) and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The Independent Directors on the Board are experienced, competent and reputed names in their respective fields. All the Directors of the company whether Executive or Non-Executive takes active part at the Board and Committee Meetings which adds value in the decision-making process of the Board of Directors. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The details of Directors as on 31st March, 2024 are as under:

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----- Start of picture text -----

category of director No. of directors % of total directors
----- End of picture text -----

category of director	No. of directors	% of total directors
Independent Directors	9	64.29
Non Independent Non-Executive Directors	2	14.29
Executive Directors	3	21.42
total	14	100

As on 31[st] March, 2024, the details of composition of the Board, number of other Directorship, Chairmanship/Membership of Committee of each Director in other Companies, attendance of Directors at the Board Meetings and last Annual General Meeting are given below:

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----- Start of picture text -----

s. Name & diN category directorships No. of Board No. of Board Whether No. of equity
No. in other indian committees in which meetings for Attended shares as on
Public Limited chairman / Member 2023-2024 Last AgM 31 [st] March,
companies (excluding BsL Ltd.) entitled Attended 2024
(excluding BsL to attend
Ltd.) chairman Member
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s. No.	Name & diN	category	directorships in other indian Public Limited companies (excluding BsL Ltd.)	No. of Board committees in which chairman / Member (excluding BsL Ltd.)	No. of Board committees in which chairman / Member (excluding BsL Ltd.)	No. of Board meetings for 2023-2024	No. of Board meetings for 2023-2024	Whether Attended Last AgM	No. of equity shares as on 31st March, 2024
						entitled to attend	Attended
				chairman	Member
1	Shri Arun Churiwal (DIN: 00001718)	Promoter – Executive	3	1	2	4	4	NO	1025716
2	Shri Nivedan Churiwal (DIN: 00001749)	Promoter- Executive	-	-	-	4	4	Yes	759624
3	Shri Ravi Jhunjhunwala (DIN: 00060972)	Promoter - Non Executive	9	2	3	4	3	Yes	157270
4	Shri Shekhar Agarwal (DIN: 00066113)	Promoter - Non Executive	4	-	3	4	4	Yes	0
5	Shri Sushil Jhunjhunwala (DIN: 00082461) (ceased w.e.f. closure of business hours on 31st March, 2024)	Independent	2	-	1	4	2	Yes	20000
6	Shri Amar Nath Choudhary (DIN: 00587814) (ceased w.e.f. closure of business hours on 31st March, 2024)	Independent	2	-	1	4	4	Yes	0

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----- Start of picture text -----

s. Name & diN category directorships No. of Board No. of Board Whether No. of equity
No. in other indian committees in which meetings for Attended shares as on
Public Limited chairman / Member 2023-2024 Last AgM 31 [st] March,
companies (excluding BsL Ltd.) entitled Attended 2024
(excluding BsL to attend
Ltd.) chairman Member
----- End of picture text -----

s. No.	Name & diN	category	directorships in other indian Public Limited companies (excluding BsL Ltd.)	No. of Board committees in which chairman / Member (excluding BsL Ltd.)	No. of Board committees in which chairman / Member (excluding BsL Ltd.)	No. of Board meetings for 2023-2024	No. of Board meetings for 2023-2024	Whether Attended Last AgM	No. of equity shares as on 31st March, 2024
						entitled to attend	Attended
				chairman	Member
7	Shri Giriraj Prasad Singhal (DIN: 00331849) (ceased w.e.f. closure of business hours on 31stMarch, 2024)	Independent	-	-	-	4	3	Yes	0
8	Mrs. Abhilasha Mimani (DIN: 06932590) (ceased w.e.f. closure of business hours on 31stMarch, 2024)	Independent	1	-	-	4	4	Yes	0
9	Shri Jagdish Chandra Laddha (DIN: 00118527)	Independent	2	2	-	4	4	Yes	0
10	Shri Praveen Jain (DIN: 09196198)	Non Promoter- Executive	-	-	-	4	4	Yes	5
11	Shri Hemant Kamala Jalan (DIN: 00080942) (Appointed w.e.f. 06/11/2023)	Independent	1	-	2	1	1	NA	0
12	Mrs. Aarti B Aggarwal (DIN: 00152346) (Appointed w.e.f. 06/11/2023)	Independent	-	-	-	1	1		0
13	Shri Avinash Todi (DIN: 01970390) (Appointed w.e.f. 06/11/2023)	Independent	-	-	-	1	1		0
14	Shri Kunal Jhunjhunwala (DIN: 00752437) (Appointed w.e.f. 01/12/2023)	Independent	-	-	-	1	1		7700

Notes:

• Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

** Only Audit Committee and Stakeholders Relationship Committee have been considered in terms of Regulation 26 of the Listing Regulations. Membership includes Chairmanship.

The Company has not issued any convertible instruments. Therefore, none of the Directors hold the convertible instruments.

directors’ inter-se relationships:

The Executive Promoter Directors are related to each other, Shri Arun Churiwal is father of Shri Nivedan Churiwal.

compliance under Regulation 17A of Listing Regulations:

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the Listing Regulations.

directorship/ committee Membership in other indian Public Limited companies:

None of the Directors on the Board:

• is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he or she is a Director;

• holds directorships in more than ten public companies ;

• serves as Director or as Independent Directors (ID) in more than seven listed entities; and

• who are the Executive Directors serves as IDs in more than three listed entities.

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Due to relaxations granted by MCA and SEBI, Board Meetings/Committee Meetings in financial year 2023-24 were held through Video Conferencing and information as mentioned in Schedule II Part A of the SEBI Listing Regulations have been placed before the Board for its consideration.

List of directorship held in Other Listed companies and category of directorship:

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Name of director Name of other Listed company category of directorship
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Name of director	Name of other Listed company	category of directorship
Shri Arun Churiwal	RSWM Limited	Promoter - Non- Executive
	La Opala RG Limited	Non-Executive - Non Independent
Shri Nivedan Churiwal	-	-
Shri Ravi Jhunjhunwala	HEG Limited	Promoter - Executive
	RSWM Limited	Promoter - Non - Executive
	Maral Overseas Limited	Promoter - Non - Executive
	JK Lakshmi Cement Limited	Independent - Non - Executive
	India Glycols Limited	Independent - Non- Executive
Shri Shekhar Agarwal	HEG Limited	Promoter- Non-Executive
	RSWM Limited	Promoter - Non- Executive
	Maral Overseas Limited	Promoter - Executive
	Bhilwara Technical Textiles Limited	Promoter - Executive
Shri Sushil Jhunjhunwala	La Opala RG Limited	Promoter - Executive
Shri Amar Nath Choudhary	RSWM Limited	Independent - Non-Executive
Shri Giriraj Prasad Singhal	-	-
Mrs. Abhilasha Mimani	-	-
Shri Jagdish Chandra Laddha	Lagnam Spintex Limited	Independent - Non-Executive
	Vinati Organics Ltd.	Independent - Non-Executive
Shri Praveen Jain	-	-
Shri Hemant Kamala Jalan	Indigo Paints Ltd.	Promoter- Executive
Mrs. Aarti B Aggarwal	-	-
Shri Avinash Todi	-	-
Shri Kunal Jhunjhunwala	-	-

familiarization programme for independent directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and the Listing Regulations, the Company has in place a familiarization programme for all its Independent Directors. Such familiarization programmes help the Independent Directors to understand the Company’s strategy, business model, operations, markets, organization structure, risk management etc. and such other areas as may arise from time to time. The Familiarization Programmes imparted to Independent Directors of the Company has been disclosed on its website and a weblink thereto is as under:

https://static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/658ab059e93a5536313be153/1703587930271/FP+Website.pdf

Confirmation by the Board for Independent Directors:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations and affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of the Act. Further, the Independent Directors have confirmed that they are Independent of the Management.

During the year, four Independent Directors namely Shri Amar Nath Choudhary [DIN: 00587814], Shri Sushil Jhunjhunwala [DIN: 00082461], Shri Giriraj Prasad Singhal [DIN: 00331849] and Mrs. Abhilasha Mimani [DIN: 06932590] have completed their tenure on 31st March 2024 and in place of them four Independent Directors were appointed on the board for first term of five years, namely Shri Hemant Kamala Jalan [DIN: 00080942], Shri Avinash Todi [DIN: 01970390], Mrs. Aarti B Aggarwal [DIN: 00152346], w.e.f. 06/11/2023 and Shri Kunal Jhunjhunwala [DIN: /00752437] w.e.f. 01/12/2023 and therafter approval from the members of the company were taken through postal ballot.

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During the year no independent Director has resigned from the Directorship of the Company before the expiry of his/her tenure. In the opinion of the board, the independent directors fulfill the conditions specified in the Listing Regulations and are independent of the management.

Matrix setting out the skills/expertise/competence of the Board of directors:

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s. No. Name of director skills/ expertise/competence
finance taxation Law Management technical Administration
Operations
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s. No.	Name of director	skills/ expertise/competence	skills/ expertise/competence	skills/ expertise/competence	skills/ expertise/competence	skills/ expertise/competence	skills/ expertise/competence
		finance	taxation	Law	Management	technical Operations	Administration
1.	Shri Arun Churiwal						
2.	Shri Nivedan Churiwal						
3.	Shri Ravi Jhunjhunwala						
4.	Shri Shekhar Agarwal						
5.	Shri Sushil Jhunjhunwala						
6.	Shri Amar Nath Choudhary						
7.	Shri GirirajPrasad Singhal						
8.	Mrs. Abhilasha Mimani						
9.	Shri Jagdish Chandra Laddha						
10.	Shri Praveen Jain						
11.	Shri Hemant Kamala Jalan						
12.	Mrs. Aarti B Aggarwal						
13.	Shri Avinash Todi						
14.	Shri Kunal Jhunjhunwala						

Board Meetings & Annual general Meeting (AgM):

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 previous AGM was held on 28[th] September, 2023.

3. Audit committee

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

a) terms of Reference

1. The Audit Committee at its discretion shall invite the Finance Director or Head of the Finance Function, Head of Internal Audit and a representative of the Statutory Auditor and any other such executives to be present at the meetings of the committee;

2. Provided that occasionally the Audit Committee may meet without the presence of any of the executives of the Company.

3. The Audit Committee shall have the power to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if considered necessary;

4. The chairperson of the Audit Committee shall be an Independent Director and shall be present at Annual General Meeting to answer the shareholder’s queries;

5. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

6. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

7. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

8. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:

9. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013

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• Changes, if any, in accounting policies and practices and reasons for the same

• Major accounting entries involving estimates based on the exercise of judgment by management

• Significant adjustments made in the financial statements arising out of audit findings

• Compliance with listing and other legal requirements relating to financial statements

• Disclosure of any related party transactions

• Modified opinion(s) in the draft Audit Report.

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

• Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transaction of the Company with related party;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary; Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a Company or its liabilities under the provision of the Companies Act, 2013, it shall be valued by a person having such a qualifications and experience and registered as a valuer in such a manner, on such terms and conditions as may be prescribed and appointed by the Audit Committee or in its absence by the Board of Directors of the Company.

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audits;

• Discussion with Internal Auditors of any significant findings and follow up thereon;

• Reviewing the findings of any internal investigations by the Internal Auditors into matter where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; and

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

• To review the following information:

• Management Discussion and Analysis of financial condition and results of operations.

• Statement of Significant Related Party Transactions (as defined by the Audit Committee), submitted by management;

• Management Letters/ Letters of Internal Control Weaknesses issued by the Statutory Auditors;

• Internal Audit Reports relating to internal control weaknesses; and

• Review the appointment, removal and terms of remuneration of the Chief Internal Auditors.

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• statement of deviations:

  • a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  • b. annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The Internal Auditors may report directly to the Audit Committee;

• The Audit Committee of the Company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary;

• All related party transactions shall require approval of the Audit Committee and the Committee may make omnibus approval for related party transactions proposed to be entered into by the Company on yearly basis;

• The Audit Committee shall, after obtaining approval of the Board of Directors, specify the criteria for making the omnibus approval;

• The Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given;

• The Audit Committee shall consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

b) composition of Audit committee:

The composition of the Audit Committee as on 31[st] March, 2024 is as under:

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s. No. Name of director designation category
----- End of picture text -----

s. No.	Name of director	designation	category
1.	Shri Jagdish Chandra Laddha	Chairman	Independent Director
2.	Shri Shekhar Agarwal	Member	Non-Executive Promoter Director
3.	Shri Hemat Kamala Jalan	Member	Independent Director
4.	Smt. Aarti B Aggarwal	Member	Independent Director

*The Committee has been re-constituted w.e.f. 10.02.2024 in which Shri Jagdish Chandra Laddha designated as chairman from member and Shri Hemant Kamala Jalan and Smt. Aarti B Aggarwal joined as a member.

**Shri Amar Nath Choudhary ceased to be the Chairman of the committee and Shri Sushil Jhunjhunwala ceased to be the member of the committee w.e.f. 11[th] February, 2024.

All these Directors possess knowledge of corporate finance, accounts and corporate laws. The Statutory Auditors, Cost Auditors, Secretarial Auditor, Internal Auditors, Chief Financial Officer and Senior Executives of the Company are invited to attend the meetings of the Committee, whenever necessary.

The Company Secretary acts as the Secretary of the Committee.

c) Meetings and Attendance of Audit committee:

During the financial year ended the 31[st] March, 2024, Four meetings were held 08[th] May, 2023, 09[th] August, 2023, 06[th] November, 2023, and 10[th] February, 2024. The attendance at the above Meetings was as under:

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----- Start of picture text -----

s. No. Name of Members No. of Meetings entitled to attend No. of Meetings attended
----- End of picture text -----

s. No.	Name of Members	No. of Meetings entitled to attend	No. of Meetings attended
1.	Shri Amar Nath Choudhary	4	4
2.	Shri Shekhar Agarwal	4	4
3.	Shri Sushil Jhunjhunwala	4	2
4.	Shri Jagdish Chandra Laddha	4	4
5.	Shri Hemant Kamala Jalan	N.A.	N.A.
6.	Smt. Aarti B Aggarwal	N.A.	N.A.

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4. Nomination & Remuneration committee

The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations.

a) terms of Reference

The terms of reference of the Committee inter-alia includes the following:

1. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, with the objective to diversify the Board;

2. to recommend to the Board the appointment and removal of Director or KMP or Senior Management Personnel;

3. to carry out evaluation of Director’s performance;

4. assessing the independence of Independent Directors;

5. to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

6. making recommendations to the Board on the remuneration/fee payable to the Directors/ KMPs/ Senior Officials so appointed/ reappointed and remuneration, in whatever form, payable to senior management;

7. ensure that level and composition of remuneration of Directors, KMP’s and Senior Management is reasonable and sufficient. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

8. to devise a policy on Board’s diversity;

9. to develop a succession plan for the Board and Senior Management and to regularly review the plan;

10. Specify the manner of effective evaluation of performance of Board, its Committees and Individual Directors to be carried out either by Board, the Nomination and Remuneration Committee or by independent external agency and review its implementation and compliance;

b) composition of Nomination and Remuneration committee:

The composition of the Nomination and Remuneration Committee as on 31[st] March, 2024 is as under:

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s. No. Name of director designation category
----- End of picture text -----

s. No.	Name of director	designation	category
1.	Smt. Aarti B Aggarwal	Chairman	Independent Director
2.	Shri Shekhar Agarwal	Member	Non-Executive Promoter Director
3.	Shri Jagdish Chandra Laddha	Member	Independent Director

*The Committee has been re-constituted w.e.f. 10.02.2024 in which Smt. Aarti B Aggarwal designated as the chairman and Shri Jagdish Chandra Laddha became member.

** Shri Sushil Jhunjhunwala ceased to be the member of the committee w.e.f. 11[th] February, 2024.

The Company Secretary acts as Secretary of the Committee.

c) Meetings and Attendance of Nomination and Remuneration committee:

During the year under review, three meeting of the Nomination and Remuneration Committee was held on 08[th] May, 2023, 02[nd] November, 2023 and 24[th] November, 2023 through Video Conferencing.

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----- Start of picture text -----

s No. Name of the Members No. of Meetings entitled to attend No. of Meeting attended
----- End of picture text -----

s No.	Name of the Members	No. of Meetings entitled to attend	No. of Meeting attended
1.	Shri Jagdish Chandra Laddha	3	3
2.	Shri Shekhar Agarwal	3	3
3.	Shri Sushil Jhunjhunwala	3	1
4.	Smt. Aarti B Aggarwal	N.A.	N.A.

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The Company pays remuneration only to Executive Directors as recommend by the Nomination and Remuneration Committee and Board and approved by the Shareholders. The Company does not pay any remuneration by way of salary, benefits, stock options, bonus, pensions etc. to its Non-Executive Directors, apart from sitting fees to them for attending the Meetings of the Board or any Committee thereof.

Remuneration paid to executive directors during 2023-24 is as follows:-

(Amt. in `)

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----- Start of picture text -----

Perquisites,
s No. Name of executive director salary Allowances & commission total
Retiral Benefits
----- End of picture text -----

s No.	Name of executive director	salary	Perquisites, Allowances & Retiral Benefts	commission	total
1	Shri Arun Churiwal Chairman (Whole-Time Director) Service Contract – 1stSeptember,2021 to 31stAugust,2024	97,05,000	90,90,350	27,81,300	2,15,76,650
2	Shri Nivedan Churiwal Managing Director Service Contract- 26thJuly,2021 to 25thJuly,2024	85,94,516	80,50,197	27,81,300	1,94,26,013
3	Shri Praveen Jain Whole-Time Director (Operations) & CFO Service Contract- 7thJune,2021 to 6thJune,2024	60,00,000	55,20,000	6,95,400	1,22,15,400

Shri Arun Churiwal and Shri Nivedan Churiwal are being paid commission as 2% of net profit and Shri Praveen Jain as 0.50% of net profit, computed as per section 198 of the Act.

The tenure of office of the Chairman, Managing Director and Director (Operations) is 3 (Three) years from their date of appointment, and can be terminated by either party by giving three months’ notice in writing. There is no separate provision for payment of severance fees, sitting fees and performance linked incentives.

sitting fee paid to Non-executive directors during 2023-24:-

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----- Start of picture text -----

(` In lakh)
s No. Non-executive directors Board fees committee fees total
----- End of picture text -----

1.	Shri Ravi Jhunjhunwala	0.60	0.30	0.90
2.	Shri Shekhar Agarwal	0.80	0.70	1.50
3.	Shri Amar Nath Choudhary	0.80	1.10	1.90
4.	Shri Sushil Jhunjhunwala	0.40	0.40	0.80
5.	Shri GirirajPrasad Singhal	0.60	-	0.60
6.	Mrs. Abhilasha Mimani	0.80	-	0.80
7.	Shri Jagdish Chandra Laddha	0.80	0.70	1.50
8.	Shri Hemant Kamala Jalan	0.20	-	0.20
9	Mrs. Aarti B Aggarwal	0.20	-	0.20
10.	Shri Avinash Todi	0.20	-	0.20
11.	Shri Kunal Jhunjhunwala	0.20	-	0.20

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company that have a potential conflict with the interests of the Company.

There are no stock option plans of the Company and none of the Directors have been issued any stock options during year 2023-24.

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

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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 company’s Website and can be accessed via Link https://static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/6304b69d7926221eaadd 376d/1661253278802/BSL-Nomination-and-Remuneration-Policy.pdf

5. The Board of Directors has constituted following Committees for shareholders related matters:-

• Stakeholders’ Relationship Committee

• Share Transfer Committee

stakeholders’ Relationship committee:

The Stakeholders’ Relationship Committee has been constituted by the Board in compliance with the requirements of Section 178 (5) of the Act and Regulation 20 of the Listing Regulations.

a) terms of Reference

1. Resolving the grievances of the security holders 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.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports, statutory notices by the shareholders of the Company.

5. b) composition of stakeholders’ Relationship committee:

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s. No. Name of director designation category
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s. No.	Name of director	designation	category
1.	Shri Avinash Todi	Chairman	Independent Director
2.	Shri Kunal Jhunjhunwala	Member	Independent Director
3.	Shri Arun Churiwal	Member	Executive Promoter Director
4.	Shri Nivedan Churiwal	Member	Executive Promoter Director

*The Committee has been re-constituted w.e.f. 10.02.2024 in which in which Shri Avinash Todi was designated as a chairman of the Committee and Shri Kunal Jhunjhunwala joined as a member.

**Shri Amar Nath Choudhary ceased to be the Chairman of the committee and Shri Ravi Jhunjhunwala ceased to be the member of the committee w.e.f. 11[th] February, 2024.

Mr. Shubham Jain, Company Secretary is the Compliance Officer of the Company.

• c) Meetings and Attendance of stakeholders’ Relationship committee:

During the financial year ended the 31[st] March, 2024, Four meetings were held on 08[th] May, 2023, 09[th] August, 2023, 06[th] November, 2023 and 10[th] February, 2024. The attendance at the above Meetings was as under:

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s No. Name of the Members No. of Meetings entitled to attend No. of Meeting attended
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s No.	Name of the Members	No. of Meetings entitled to attend	No. of Meeting attended
1.	Shri Amar Nath Choudhary	4	4
2.	Shri Ravi Jhunjhunwala	4	3
3.	Shri Arun Churiwal	4	4
4.	Shri Nivedan Churiwal	4	4
5.	Shri Avinash Todi	N.A.	N.A.
6.	Shri Kunal Jhunjhunwala	N.A.	N.A.

The Company received nil complaints from Shareholders during the financial year 2023-24 and no complaints were pending as on 31[st] March, 2024. All the shareholder requests were being processed well in time.

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share transfer committee:

The Committee considers and approves the transmission/ transposition of Equity shares and its related matters, such as consolidation and split of shares, issue of duplicate shares certificates etc.

a) composition of share transfer committee:

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s. No. Name of director designation category
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s. No.	Name of director	designation	category
1.	Shri Arun Churiwal	Chairman	Executive Promoter Director
2.	Shri Nivedan Churiwal	Member	Executive Promoter Director
3.	Shri Kunal Jhunjhunwala	Member	Independent Director
4.	Shri Praveen Jain	Member	Executive Director

*The Committee has been re-constituted w.e.f. 10.02.2024 in which in which Shri Kunal Jhunjhunwala joined as a member.

**Shri Amar Nath Choudhary and Shri Sushil Jhunjhunwala ceased to be the member of the committee w.e.f. 11[th] February, 2024.

b) Meetings and Attendance of share transfer committee:

The committee met 23 times during the year. The Meetings were held on 20.04.2023, 08.05.2023, 31.05.2023, 14.06.2023, 30.06.2023, 17.07.2023, 28.07.2023, 09.08.2023, 22.08.2023, 04.09.2023, 20.09.2023, 30.09.2023, 18.10.2023, 20.11.2023, 30.11.2023, 15.12.2023, 30.12.2023, 15.01.2024, 30.01.2024, 10.02.2024, 29.02.2024, 09.03.2024, 29.03.2024. The attendance at the above Meetings was as under:

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s No. Name of the Members No. of Meetings entitled to attend No. of Meeting attended
----- End of picture text -----

s No.	Name of the Members	No. of Meetings entitled to attend	No. of Meeting attended
1.	Shri Arun Churiwal	23	23
2.	Shri Nivedan Churiwal	23	23
3.	Shri Sushil Jhunjhunwala	20	01
4.	Shri Amar Nath Choudhary	20	03
5.	Shri Praveen Jain	23	01
6.	Shri Kunal Jhunjhunwala	03	00

6. independent directors Meeting

During the year under review, the Independent Directors met on 02[nd] June, 2023, inter alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

7. Performance evaluation criteria of independent directors

In compliance with the Act and Listing Regulations and Guidance Note on Board Evaluation issued by SEBI, your Board of Directors, during the financial year under review, carried out annual evaluation of its own performance as well as its 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,

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• Obtain adequate, Relevant & timely information,

• Review achievement of strategic and operational plans, objectives and budgets,

• Identify, monitor & mitigate significant corporate risks,

• Directly monitor & evaluate KMPs, senior officials,

• Review management’s Succession Plan, Effective meetings,

• Clearly defining role & monitoring activities of Committees and

• Review of ethical conduct etc.

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide specific criteria for Independent Directors such as effective deployment of Knowledge and expertise, maintenance of confidentiality, Independence of behaviour and judgement and certain general parameters for all directors like attendance, integrity, communication inter se between board members, effective participation, and compliance with the Code of Conduct etc. In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own Performance, with the aim to improve the effectiveness of the Board and its Committee Members.

Pursuant to the provisions of the Act and in accordance with the guidance note issued by SEBI, the Board of Directors has carried out annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting held on May 08, 2023.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.

In a separate meeting of Independent Directors held on June 02, 2023, performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as committee charters and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The performance of the Independent Directors was evaluated by the Board on the basis of criteria such as effective deployment of Knowledge and expertise, maintenance of confidentiality and Independence of behavior and judgement.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills,

professional obligations, personal attributes etc.

Further, the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

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8. general Body Meetings

The last three Annual General Meetings were held as per details given below:-

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Relevant date of AgM/ time of Venue / Location where held special Resolution(s) passed
financial year Postal Ballot Meeting
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Relevant financialyear	date of AgM/ Postal Ballot	time of Meeting	Venue / Location where held	special Resolution(s) passed
2020-2021	28thSeptember, 2021	04.00 P.M.	Meeting conducted through Video Conferencing (“VC”)/Other Audio Video Means (“OAVM”) pursuant to the MCA Circular. Deemed Venue- 26, Industrial Area, Gandhi Nagar, Bhilwara (Rajasthan)	1. To appoint Shri Arun Churiwal (DIN: 00001718) as Chairman of the Company for a period of 3 years from 01/09/2021 to 31/08/2024. 2. To appoint Shri Nivedan Churiwal (DIN: 00001749) as Managing Director of the Company for a period of 3 years from 26/07/2021 to 25/07/2024. 3. To appoint Shri Praveen Jain (DIN: 09196198) as Director (Operations) of the Company for a period of 3 years from 07/06/2021 to 06/06/2024.
2021-2022	28thSeptember, 2022	04.00 P.M.	Meeting conducted through Video Conferencing (“VC”)/ Other Audio Video Means (“OAVM”) pursuant to the MCA Circular. Deemed Venue- 26, Industrial Area, Gandhi Nagar, Bhilwara (Rajasthan)	1. To enhance the power to borrow funds up to500 Crores pursuant to the provisions<br>of section 180(1)(c) of the Companies.<br>2. To approve the power to create mortgage/<br>charge on the assets of the company to<br>secure borrowings up to500 Crores pursuant to section 180(1)(a) of the Companies Act, 2013 3. To revise the Remuneration of Shri Arun Churiwal, Whole time Director designated as Chairman of Company. 4. To revise the Remuneration of Shri Nivedan Churiwal, Managing Director of Company. 5. To revise the Remuneration of Shri Praveen Jain, Whole Time Director designated as Director (Operations) of Company.
2022-2023	28thSeptember, 2023	04.00 P.M.	Meeting conducted through Video Conferencing (“VC”)/ Other Audio Video Means (“OAVM”) pursuant to the MCA Circular. Deemed Venue- 26, Industrial Area, Gandhi Nagar,Bhilwara (Rajasthan)	No Special Resolution was passed

Postal Ballot during the fY 2023-24

Pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS – 2”) issued by the Institute of Company Secretaries of India also read with General Circulars No.14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No.22/2020 dated June 15, 2020, No.33/2020 dated September 28, 2020 and No.39/2020 dated December 31, 2020 No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as the “MCA Circulars”) and other applicable laws, rules, regulations, circulars, guidelines, notifications (including any statutory modification(s) or re-enactment(s).

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The Company has received Shareholders approval by passing following Special Resolutions on 20th January, 2024 through Postal Ballot by e-voting.

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date of Postal Agenda Heading No. of Votes Percentage (%) of Votes
Ballot Notice
in favour Against in favour Against
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date of Postal Ballot Notice	Agenda Heading	No. of Votes	No. of Votes	Percentage (%) of Votes	Percentage (%) of Votes
		in favour	Against	in favour	Against
01stDecember, 2023	Appointment of Shri Hemant Kamala Jalan (DIN: 00080942) as an Independent Director of the Company.	59,57,693	35	99.9994 %	0.0006%
	Appointment of Smt. Aarti B Aggarwal (DIN: 00152346) as an Independent Director of the Company.	59,57,635	35	99.9994 %	0.0006%
	Appointment of Shri Avinash Todi (DIN: 01970390) as an Independent Director of the Company.	59,57,693	35	99.9994 %	0.0006%
	Appointment of Shri Kunal Jhunjhunwala (DIN: 00752437) as an Independent Director of the Company.	59,57,693	35	99.9994 %	0.0006%

The Board of Directors appointed CS Manoj Maheshwari (FCS: 3355), Practising Company Secretary as the Scrutinizer and CS Priyanka Agarwal (FCS: 11138), Practising Company Secretary, Partner of M/s V.M. & Associates, Jaipur to act as Scrutinizer and alternate Scrutinizer respectively, to scrutinize the remote e-voting for Postal Ballot process of the company in a fair and transparent manner.

None of the special business proposed to be transacted in the Annual General Meeting requires to be conducted through postal ballot.

Procedure of the Postal Ballot

The Postal Ballot procedure followed by the Company is as stipulated under the provisions of Section 108 and Section 110 of the Companies Act, 2013 read with applicable Rules and SEBI Listing Regulations and the Secretarial Standards issued by the Institute of Company Secretaries of India. Members are provided with the facility to cast their votes through e-Voting. The Board of Directors of the Company has appointed Scrutinizer for conducting the postal ballot voting process fairly and transparently. The Scrutinizer submits his report to the Company Secretary & Compliance Officer as authorised by the Chairperson of the Board after the completion of the scrutiny of the e-Voting results. Considering the results and report of the Scrutinizer of the Postal Ballot, the resolution is considered approved or rejected.

The necessary intimations as required under the applicable SEBI Listing Regulations are submitted to the Stock Exchanges and post declarations of the results the same are displayed on the website of the Bank and of National Securities Depositories Limited.

9. senior Management Personnel:

The present Senior Managerial Personnel of the Company are as follows:

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s. No. Name of director designation
1. Shri Praveen Jain Director (Operations) & Chief Financial Officer
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s. No.	Name of director	designation
1.	Shri Praveen Jain	Director (Operations) & Chief Financial Offcer
2.	Shri O.P. Jangir	Vice President (Processing)
3.	Shri M. S. Khiria	Vice President (Export Marketing)
4.	Shri Arun Shraff	Vice President (Furnishing)
5.	Shri Sanjay Tripathi	General Manager (IR & HR)
6.	Shri Rakesh Trivedi	General Manager (Domestic Marketing )
7.	Shri Manoj Garg	General Manager (Engineering)
8.	Shri Lokesh Sethia	General Manager (Processing)

changes in senior Management Personnel

*Mr. Pushpinder Singh Brar, General Manager (Weaving) has resigned and relieved from services of the company w.e.f. 07.12.2023, accordingly he ceased from the position of SMP after the said date.

10. Means of communication

• The Un-audited quarterly/ half yearly financial results are announced within forty-five days of the close of the quarter. The audited annual results are announced within sixty days from the closure of the financial year as per the requirement of the Listing Regulations.

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• The approved financial results are published in one prominent English and one vernacular newspaper such as the Financial Express, Nafa Nuksan, Business Remedies and Dainik Navajyoti within 48 hours of approval thereof. Newspaper cuttings are also submitted to the Stock Exchanges.

The Results are hosted on Company’s website www.bslltd.com.

During the year company has released official press release and the same is available on the website of the company at www.bslltd.com.

• Presentation was made to institutional investors during the financial year 2023-24 and the same was submitted to stock exchange and also available on the website of the company.

11. general shareholder information

Detailed information in this regard is provided in the section “Shareholder Information” which forms part of this Annual Report.

12. Other disclosures

• Material Related Party Transactions

During the financial year 2023-2024, there were no transactions of material nature with its promoters, the directors or the management, or relatives, etc., which may have potential conflict with the interests of the Company at large. All transactions entered into with the Related Parties as defined under the Act and Regulation 23 of the Listing Regulations during the financial year were on arm’s length basis and do not attract the provisions of Section 188 of the Act .Transactions with related parties as per requirements of Ind AS-24 – “Related party disclosures” issued by ICAI are disclosed in Note No. 44 of “Notes to Financial Statements for the year ended 31[st] March, 2024, in the Annual Report. The Policy on dealing with related party transactions has been posted on the Company’s website www.bslltd.com and can be accessed at: https://static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/6304b6bf8c53cd3d6e 72b49b/1661253314155/BSL-Related-Party-Transaction-Policy.pdf

• Details of Non Compliance

There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

• Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Act, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. During the Financial Year 2023-24, no whistle blower event was reported and none of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website www.bslltd.com and can be accessed at: https://static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/63f0bb3f5deaf66a981baab9/1676720960354/6 .+Whistle-Blower-Policy.pdf

• Mandatory & Discretionary Requirements

The Company has complied with all mandatory requirements prescribed by Listing Regulations and the Company has also complied with below mentioned discretionary requirements as stated under Part E of Schedule II to the Listing Regulations:

1. Company's financial statements are unmodified and Company continues to adopt best practices to ensure the regime of unmodified opinion.

2. The reports of Internal Auditors of all Units are placed directly before the Audit Committee in every quarter.

• Subsidiaries

The company does not have any subsidiary, associate company, joint venture during the year . The Policy for determining material subsidiary is displayed on the Company’s website www.bslltd.com and can be accessed at: https://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b621efd7664674a652d1/1661253153785/4.+Policy-for-determining-Material-subsidary. pdf

• Commodity price risk and Commodity hedging activities

The Company has adequate risk assessment and minimization system in place including for commodities. The Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018.

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• Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) : Not Applicable

• A certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority

The Certificate of Company Secretary in practice is annexed herewith as a part of the report.

• Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year: The Board has accepted all the recommendations of the Audit Committee.

• Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part

Details relating to fees paid to the Statutory Auditors are given in Note no. 36 B of the Financial Statements.

• Disclosure of Accounting Treatment

In preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. The significant accounting policies which are consistently applied are disclosed in Note No. 1 “Accounting Policies” under the “Notes to Financial Statements for the year ended 31[st] March, 2024, in the Annual Report.

• The Disclosures of the Compliance with Corporate Governance Requirements specified in Regulation 17 to 27 and clause (b) to (i) of Regulation 46(2)

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sr. No. Particulars Regulation compliance status
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sr. No.	Particulars	Regulation	compliance status
1.	Board of Directors	17	Yes
2.	Maximum no. of Directorship	17A	Yes
3.	Audit Committee	18	Yes
4.	Nomination and Remuneration Committee	19	Yes
5.	Stakeholders Relationship Committee	20	Yes
6.	Risk Management Committee	21	NA
7.	Vigil Mechanism	22	Yes
8.	Related party transactions	23	Yes
9.	Corporate Governance Requirement with respect to subsidiary of listed entity	24	NA
10.	Secretarial Audit & Secretarial Compliance Report	24A	Yes
11.	Obligations with respect to Independent Directors	25	Yes
12.	Obligations with respect to employees including senior management, key managerial persons, directors and Promoters	26	Yes
13.	Vacancies in respect of certain Key Managerial Personnel	26A	Yes
14.	Other Corporate Governance requirements	27	Yes
15.	Website	46	Yes

• Prevention of insider trading Practices

i) code of conduct for Regulating, Monitoring & Reporting trading by insiders & for Procedures of fair disclosure of Unpublished Price sensitive information (UPsi)

The Code of Conduct for Regulating, Monitoring & Reporting Trading by Insiders & for Procedures of Fair Disclosure of Unpublished Price Sensitive Information (UPSI) was adopted by the Board. This Code requires pre-clearance for trading in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

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ii) Policy for dealing with any leak in UPsi and Whistle blower policy for employees to report any leak or suspected leak of UPsi

The Policy for dealing with any leak in UPSI is framed in terms of Securities and Exchange Board of India (Prohibition on Insider Trading) Regulations, 2015 as amended from time to time and was made effective from 1[st] April, 2019. The policy aims at enabling employees of the Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing the Board of Directors of the Company promptly of such leaks, inquiries and results of such inquiries.

iii) internal control Mechanism to prevent insider trading

The mechanism was adopted as internal controls to ensure compliances with the requirements given in the regulations and to prevent insider trading. The Board Chairman and Chairman of the Audit Committee reviews the Report on Compliance of the Code on yearly basis.

•

compliance with the code of Business conduct and ethics

The Board of Directors has adopted the Code of Conduct for Directors & Senior Management. The said Code has been confirmed by all the Directors and members of the senior management. The Code has also been posted on the Company’s website https://static1. squarespace.com/static/6206a24e38ca4200c0141c78/t/63047d7b3d79f40ef35498ee/1661238652592/1.+CODE-OF-CONDUCT. pdf. A declaration signed by the Chairman and Managing Director of the Company to this effect is enclosed with this report.

•

CEO/CFO Certificate

The CEO/CFO Certificate, as required under Regulation 17(8) of the Listing Regulations, is enclosed with this report.

•

Compliance Certificate of the Auditors

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance, as stipulated in Regulation 27 of the Listing Regulations, and the same is annexed to this report.

•

investor education and Protection fund (iePf)

Pursuant to the provisions of Section 124(5) of the Act, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www.bslltd.com.

Mandatory transfer of shares to demat Account of investors education and Protection fund Authority (iePfA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

details of Unpaid dividend as on 31[st] March, 2024 and due dates for transfer are as follows:

s. No.	financial Year	date of declaration of dividend	Unpaid Amount (in`)	due date for transfer to iePf Account
1.	2016-17	26/09/2017	`531342.00	01/11/2024
2.	2017-18	28/09/2018	`449645.00	03/11/2025
3.	2021-22	28/09/2022	`477463.67	04/11/2029
4.	2022-23	28/09/2023	`197872.22	04/11/2030

sum of Unpaid or Unclaimed dividend: ` 1656322.89

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details of Unpaid dividend transferred to iePf account till 31[st] March, 2024 ~~:~~

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s. No. financial Year date of transfer transferred Amount (in ` )
----- End of picture text -----

s. No.	financial Year	date of transfer	transferred Amount (in`)
1.	2009-10 (Final Dividend)	29/11/2017	398892.00
2.	2010-11 (Interim Dividend)	09/04/2018	361828.25
3.	2010-11(Final Dividend)	06/11/2018	459794.00
4.	2013-14 (Final Dividend)	25/11/2021	380384.00
5.	2014-15 (Final Dividend)	08/12/2022	403316.80
6.	2015-16 (Final Dividend)	24/11/2023	488638.80
total			2492853.85

Note: during the year the company has transferred ` 488638.80 as unpaid dividend to iePf Account.

during the year, dividend amount of ` 220/- claimed back from iePf Authority.

details of shares transferred to iePf account till 31[st] March, 2024 the dividend of which was unpaid/unclaimed for a period of 7 years:

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----- Start of picture text -----

s. No. Relevant financial Year date of transfer No. of shares transferred
----- End of picture text -----

s. No.	Relevant financial Year	date of transfer	No. of shares transferred
1.	2009-10 (Final Dividend)	03/12/2017	3994
2.	2010-11 (Interim Dividend)	17/04/2018	392
3.	2010-11 (Final Dividend)	22/11/2018	16751
4.	2013-14 (Final Dividend)	25/11/2021	35677
5.	2014-15 (Final Dividend)	07/12/2022	157202
6.	2015-16 (Final Dividend)	15/12/2023	22676
total			236692

Note: during the year the company has transferred 22676 shares (the dividend of which was unpaid/unclaimed for a period of 7 years) to iePf Account.

during the year, 100 shares claimed back from iePf Authority.

Details of Nodal Officer are as under:

Name: Shri Shubham Jain Designation: Company secretary Postal address: BSL LIMITED

Post Box No. 16-17, Mandpam, Bhilwara 311001 (Rajasthan) Contact No.: 01482-245000 Mobile No.: 6393171116

Mail ID: shubham.jain@bslsuitings.com

geNeRAL sHAReHOLdeRs iNfORMAtiON

1. Annual general Meeting

• Day, Date and Time

• Deemed Venue

: Tuesday, 06[th] August, 2024 04:00 P.M. :

Post Box No. 16-17, Mandpam, Bhilwara - 311001 (Rajasthan)

2. financial calendar & Publication of results

The financial year of the Company is April to March

Financial reporting for the quarter ending June 30, 2024

Financial reporting for the quarter and half year ending September 30, 2024

: Upto 14[th] August, 2024 : Upto 14[th] November, 2024

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Financial reporting for the quarter and nine months ending December 31, 2024

Financial reporting for the quarter and year ending March 31, 2025

Annual General meeting for the year ended March 31, 2025

3. dates of Book closure

4. Registered office

: Upto 14[th] February, 2025

• : Upto 30[th ] May, 2025

• : Upto 30[th ] September, 2025

31[st] July, 2024 to 06[th] August, 2024

• : Post Box No. 16-17, Mandpam,

Bhilwara 311001 (Rajasthan) Tel : (01482) - 245000 E-mail: accounts@bslsuitings.com

5. dividend Payment date : The final dividend, if declared, shall be paid/credited on 13[th] August, 2024.

6. Listing of equity shares on stock exchanges at:

• 1) National stock exchange of india Ltd (“Nse”)

Trade World, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

• 2) Bse Limited (“Bse”)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

Note : Listing Fee has been paid to NSE & BSE.

7. stock code

ISIN : INE 594B01012 BSE : 514045 NSE : BSL

8. stock Market data:

Monthly high low values (in `) at BSE and NSE of Company’s share and closing BSE Sensex and Nifty are as follows:

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Bse Nse Bse sensex Nifty
MONtH
HigH LOW HigH LOW HigH LOW HigH LOW
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MONtH	Bse	Bse	Nse	Nse	Bse sensex	Bse sensex	Nifty	Nifty
	HigH	LOW	HigH	LOW	HigH	LOW	HigH	LOW
April, 2023	194.00	153.15	194.80	156.70	61209.46	58793.08	18,089.15	17,312.75
May, 2023	211.00	175.00	212.30	177.15	63036.12	61002.17	18,662.45	18,042.40
June, 2023	219.00	178.55	219.00	181.50	64768.58	62359.14	19,201.70	18,464.55
July, 2023	186.80	165.00	182.95	163.00	67619.17	64836.16	19,991.85	19,234.40
August, 2023	179.95	155.00	179.50	155.95	66658.12	64723.63	19,795.60	19,223.65
September, 2023	176.45	162.20	176.25	164.00	67927.23	64818.37	20,222.45	19,255.70
October, 2023	208.00	168.35	210.00	168.25	66592.16	63092.98	19,849.75	18,837.85
November, 2023	192.00	172.30	195.00	171.10	67069.89	63550.46	20,158.70	18,973.70
December, 2023	236.80	184.00	238.90	182.10	72484.34	67149.07	21,801.45	20,183.70
January, 2024	218.00	201.10	217.85	197.80	73427.59	70001.6	22,124.15	21,137.20
February, 2024	217.40	183.05	220.00	180.35	73413.93	70809.84	22,297.50	21,530.20
March, 2024	194.65	158.90	197.65	159.00	74245.17	71674.42	22,526.60	21,710.20

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8.(a) share Prices of BsL Ltd. V/s Bse sensex for the financial Year 2023-24

8.(b) share Prices of BsL Ltd. V/s Bse sensex for the financial Year 2023-24

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9. Registrars and share transfer Agents & depository Registrar: MCS Share Transfer Agent Ltd.

F-65, 1[st] floor, Okhla Industrial Area, Phase-I, New Delhi – 110020 Tel: 011-41406149 Fax : 011-41709881 E-mail: admin@mcsregistrars.com

10. share transfer system

Share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee meets at least once in a fortnight. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Further, Securities and Exchange Board of India (SEBI) vide it Gazette Notification no. SEBI/ LAD-NRO/GN/2022/66 dated January 24, 2022 read with circular number SEBl /HO/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and also Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 as mandated that listed companies shall henceforth issue securities in dematerialized form only, while processing requests for inter alia issue of duplicate securities certificate, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. The circular further mandates that RTA/ Issuer companies shall after verifying and processing the requests, issue a 'Letter of confirmation' in lieu of physical securities certificate(s) to the securities holder/ claimant within 30 days of the receipt of such requests after removing objections, if any. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.

11. i) distribution of shareholding as on 31[st] March, 2024

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No. of shares 31 [st] March, 2024
No. of share holders % of share holders No. of share held % of share holding
----- End of picture text -----

No. of shares	31st March, 2024	31st March, 2024	31st March, 2024	31st March, 2024
	No. of share holders	% of share holders	No. of share held	% of share holding
1-100	6859	69.6416	275170	2.6736
101-250	1684	17.0982	286702	2.7856
251-500	705	7.1581	266491	2.5893
501-1000	287	2.9140	224240	2.1787
1001-5000	213	2.1626	479999	4.6637
5001-10000	33	0.3351	243361	2.3645
10001 and above	68	0.6904	8516205	82.7446
total :	9849	100.00	10292168	100.00

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• ii) shareholding pattern as at 31[st] March, 2024

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s. No. category No. of shares held Percentage of holding
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s. No.	category	No. of shares held	Percentage of holding
A.	Promoter’s Holding
	1. Indian Promoters includingcorporates	5550010	53.92%
	2. Persons actingin concert – OCB’s	287000	2.79%
	sub total	5837010	56.71%
B.	Non-promoters Holding
	(i) institutional investors
	1. Mutual Funds & UTI	600	0.01%
	2. Banks/ Financial Institutions	58060	0.56%
	3.Insurance Companies	203450	1.98%
	sub total(i)	262110	2.55%
	(ii) Others
	4. Corporate Bodies	907429	8.82%
	5. Indian Public	2813465	27.33%
	6. NRI’s / OCB’s	235562	2.29%
	7. IEPF	236592	2.30%
	sub total(ii)	4193048	40.74%
	grand total(A+B)	10292168	100.00%

12. dematerialization of shares and Liquidity

: 10096208 shares were dematerialized till 31/03/2024 which is 98.09% of the total paid up Equity share capital of the Company.

There are no outstanding GDRS/ ADRS/ Warrants or any convertible instruments.

13. Plant Location

: Mandpam, Bhilwara (Rajasthan) TEL: 01482-245000

14. Address for correspondence

Investor Correspondence should be addressed to

: Company Secretary BSL Limited Post Box No. 16-17, Mandpam, Bhilwara 311001 (Rajasthan) Tel: (01482) (245000) E-mail: accounts@bslsuitings.com

15. credit Rating

india Ratings & Research

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s. No. facilities Ratings
----- End of picture text -----

s. No.	facilities	Ratings
1.	Term loan	IND BBB-/Stable
2.	Fund-based workingcapital facilities	IND BBB-/ Stable/IND A3
3.	Non-fund-based facilities	IND A3

During the year under review, India Ratings and Research (Rating Agency) has revised the rating.

16. secretarial Audit for Reconciliation of capital compliance

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Secretarial Audit, to reconcile the total admitted capital with NSDL and CDSL and the total paid up and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The audit confirms that the total listed and paid up capital is in agreement with the aggregate of the total no. of Equity shares in dematerialized form (held with NSDL & CDSL) and total number of Equity shares in physical form.

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17. Other information to the shareholders

• Green Initiative

As a responsible corporate citizen, the Company welcomes the Green Initiative by sending the communications/documents including Notices for General Meeting and Annual Reports from time to time in electronic mode to those members who have provided their e-mail addresses to their Depository Participants (DP). Shareholders who have not registered their e-mail addresses are requested to register/update their e-mail addresses in respect of equity shares held by them in demat form with their respective DPs and in case of physical form with the Company.

• Internal Complaints Committee (ICC)

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which came into effect from the 9[th] of December, 2013, the Company has formulated an Internal Complaints Committee that will ensure a work environment free of all forms of sexual harassment verbal, written, physical, visual or otherwise. The Committee is formed as per the statute, it is headed by a women employee, the committee comprises of more than half representation of women, it has adequate independent representation of women from the social and legal fields. It lays down the whole procedure of filing complaint, enquiry, redressal of grievance and taking action against those who are found guilty by the Committee in a fairly transparent manner. During the year under review, no incident of sexual harassment was reported.

Status of complaints as on March 31, 2024:

  - a. number of complaints filed during the financial year – 0

  - b. number of complaints disposed off during the financial year – 0

  - c. number of complaints pending as on end of the financial year – 0

18. Disclosure by listed entity and its subsidiaries of loans and advances in the nature of loans to firms/companies in which director are interested by name and amount

• N.A.

19. 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, Part A Para A, Clause 5A of Listing Regulations

for and on behalf of the Board of directors for BsL Ltd

Place : kolkata (W.B.) (ARUN cHURiWAL) date: 20[th] May, 2024

chairman diN: 00001718

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ceRtificAte Of NON-disQUALificAtiON Of diRectORs

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members BSL Ltd. Post Box No. 16-17, Mandpam Bhilwara -311 001 (Rajasthan)

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of BSL Ltd. having ciN: L24302RJ1970PLc002266 and having registered office at Post Box No. 16-17, Mandpam, Bhilwara - 311 001 (Rajasthan) (hereinafter referred to as ‘the company’ ), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

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----- Start of picture text -----

s. No. Name of the director diN
----- End of picture text -----

s. No.	Name of the director	diN
1.	Mr. Arun Churiwal	00001718
2.	Mr. Nivedan Churiwal	00001749
3.	Mr. Ravi Jhunjhunwala	00060972
4.	Mr. Shekhar Agarwal	00066113
5.	Mr. Jagdish Chandra Laddha	00118527
6.	Mr. Praveen Jain	09196198
7.*	Mr. Sushil Jhunjhunwala	00082461
8.*	Mr. GirirajPrasad Singhal	00331849
9.*	Mr. Amar Nath Choudhary	00587814
10.*	Ms. Abhilasha Mimani	06932590
11.#	Mr. Hemant Kamala Jalan	00080942
12.#	Mrs. Aarti B Aggarwal	00152346
13.#	Mr. Avinash Todi	01970390
14.@	Mr. Kunal Jhunjhunwala	00752437

Ensuring the eligibility of, for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

• The Directors ceased to be the directors of the Company on completion of their second consecutive tenure of 5 years.

The Directors were appointed as Non-executive Independent Directors of the Company w.e.f. 6[th] November, 2023.

@ The Director was appointed as Non-executive Independent Director of the Company w.e.f. 1[st] December, 2023.

Place: Jaipur date: 20[th] May, 2024 UdiN: f003355e000269687

for V. M. & Associates company secretaries (icsi Unique code P1984RJ039200) PR 581 / 2019

cs Manoj Maheshwari Partner Membership No.: fcs 3355 c P No.: 1971

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decLARAtiON As ReQUiRed UNdeR RegULAtiON 34(3) Of tHe seBi (ListiNg OBLigAtiONs & discLOsURe ReQUiReMeNts) RegULAtiONs, 2015

All the Directors and Senior Management Personnel of the Company have affirmed Compliance with the Code of Conduct for Directors and Senior Management of BSL Limited for the Financial Year ended 31[st] March, 2024.

for BsL Limited Place : Kolkata (W. B.) (ARUN cHURiWAL) Date : 20[th] May, 2024 CHAIRMAN DIN-00001718

cHief eXecUtiVe OfficeR (ceO) ANd cHief fiNANciAL OfficeR (cfO) ceRtificAtiON

to the Board of directors

BsL Limited

We, the undersigned in our respective capacities as Chief Executive Officer/ Chairman and Chief Financial Officer of BSL Limited (“the Company”), to the best of our knowledge and belief certify that:

• a) We have reviewed financial statements and the cash flow statement for the year ended 31[st] March, 2024 and based on our knowledge and belief, we state that:

• (i) these statements do not contain any materially untrue statement or omit any material fact or contain any statement that might be misleading ;

• (ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

• c) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware, and the steps we have taken or propose to take to rectify these deficiencies.

• d) We have indicated to the Auditors and Audit Committee:

• (i) significant changes, if any, in internal control over financial reporting during the year;

• (ii) significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in the notes to the financial statement; and

• (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Date : 20[th] May, 2024

For BsL Limited (PRAVeeN JAiN) (ARUN cHURiWAL) DIRECTOR (OPERATIONS) & CFO CHAIRMAN DIN- 09196198 DIN-00001718 Kolkata (W. B.)

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AUditOR’s ceRtificAte ON cORPORAte gOVeRNANce

tO tHe MeMBeRs Of BsL Ltd.

We have examined the compliance of conditions of Corporate Governance by BSL Ltd. for the year ended 31[st] March, 2024 as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with stock exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company, for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We state that no investor grievance is pending for a period exceeding one month against the Company, as per the records maintained by the Shareholders / Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company, nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For ssMs & Associates Chartered Accountants Firm Registration No:- 019351C

(sAtisH sOMANi)

Place : Bhilwara (Raj.) Date : 20[th] May, 2024

Partner Membership No:- 076241 UDIN: 24076241BKGYXX1381

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iNdePeNdeNt AUditORs’ RePORt

To,

The Members, BSL Limited,

Opinion

We have audited the accompanying Standalone Financial Statements of BsL LiMited (“the company”) , which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Financial Statements’)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

	Auditor’s Response	Auditor’s Response
	Principal Audit Procedures
	Our	audit approach and procedures were combination of test of internal
	controls and substantive procedures which included the following:
	•	Obtained an undertaking of management’s process and evaluated design and tested operating effectiveness of controls related to
		forward booking and taking PCFC
	•	Assessed the appropriateness of the methodology used by the
		management for forward booking and taking PCFC credit
	•	Assessed the professional competence of the person engaged by
		management in foreign currency matters
	•	Assessed the reasonableness of assumptions in forward booking
	•	Based on our procedures, we also considered the adequacy of
		disclosures and compliance of Ind AS in standalone fnancial
		statements.

key Audit Matter

The company is having substantial turnover in foreign currency. It hedges currency fluctuations through forward booking or taking PCFC. Similarly imports are also hedged through forward booking. The company follows Ind AS – 109 for accounting of hedging transactions.

Information other than the financial statements and auditors’ report thereon

Responsibility of Management for standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (“Ind AS’) and other accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditors’ report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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iNdePeNdeNt AUditORs’ RePORt

the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the

company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the standalone financial

statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-I a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

5. c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

6. d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2015, as amended.

7. e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

8. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-II on this matter.

55

Annual Report 2023-2024

• g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197 (16) of the Act, as amended:

According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid or provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• (i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 46 to the standalone financial statements;

• (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• (iii) The company has transferred due amount within stipulated time frame in the Investment Education and Protection Fund during the year.

• (iv) According to management representation, information and explanation given to us and based on our examination of the records of the Company, the company has not advanced

or loaned or invested any fund to or in any other person(s) or entity(ies) during the year.

• (v) According to management representation, information and explanation given to us and based on our examination of the records of the Company, the company has not received any fund from any other person(s) or entity(ies) during the year to lend or invest or provide guarantee or security to or in other persons or entities by and behalf of the funding party.

• (vi) The company has paid dividend complying provision of section 123 of the Companies Act, 2013 during the year.

• (vii) According to management representation and based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions related to books of accounts. The audit trail has not been tampered and has been preserved by the company as per statutory requirements.

for ssMs & Associates

Chartered Accountants Firm Reg. No.19351C

(satish somani)

Partner Place: Bhilwara (Raj.) M.No. 076241 Date: 20[th] May, 2024 UDIN : 24076241BKGYXW2700

56

==> picture [39 x 35] intentionally omitted <==

ANNeXURe i tO AUditOR's RePORt

The Annexure referred to in our report of even date to the members of BsL Limited on the accounts of the company for the year ended 31st March, 2024. We report that:

• (i) (a) (A) The company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

  • (B) The company is maintaining proper records showing full particulars of Intangible Assets;

• (b) These Property, Plant and Equipment have been physically verified by the management at reasonable intervals. No any material discrepancies were noticed on such verification;

• (c) The title deeds of all the Immovable properties are held in the name of the company except Land of merged company M/s Bhilwara Processors Limited is under name transfer process .

• (d) The Company has not revalued its Property, Plant and Equipment and intangible assets during the year.

• (e) As per the information given to us, no proceedings have been initiated or are pending against the company for holding any Benami property under the “Benami Transactions (Prohibition) Act, 1988.

• (ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management. No any material discrepancies were noticed on physical verification.

• (b) Quarterly returns or statements filed by the company with banks those sanctioned working capital limits to the company, are in agreement with the books of accounts of the Company.

• (iii) The company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited liability partnerships or other parties during the year.

• (iv) The company has not entered any transaction in respect of loans, investments, guarantees and security covered under section 185 and 186 of the Companies Act, 2013.

• (v) The company has not accepted deposits or amounts which are deemed to be deposits under provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under.

• (vi) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

• (vii) (a) The company is regular in depositing undisputed statutory dues including Goods and Services Tax,

provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. According to the information and explanation given to us and based our examination of records, there are no arrears of outstanding undisputed statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

• (b) According to the information and explanation given to us and based our examination of records, no statutory dues are pending to be deposited on account of any dispute.

• (viii) According to the information and explanations given to us, the company has not surrendered or disclosed any transaction not recorded in books of account as income during the year in the tax assessments under the Income Tax Act, 1961.

• (ix) (a) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

• (b) According to the information and explanations given to us, the company is not a declared wilful defaulter by any bank or financial institution or other lender.

• (c) According to the information and explanations given to us, and based on our examination of records of the company, the company has utilized the loans taken during the year for the purpose for which the same were obtained.

• (d) According to the information and explanations given to us, and based our examination of records of the company, the company has not utilized any short term fund for long term purposes.

• (e) The Company does not have any subsidiaries, associates or joint ventures, hence para (e) and (f) is not applicable to the company.

• (x) (a) The company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

• (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

• (xi) (a) In our opinion and according to the information and explanations given to us, there is no fraud by the company or any fraud on the Company has been noticed or reported during the year.

• (b) There is no case, hence no report under sub-Section (12) of Section 143 of the Companies Act, 2013 has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014.

57

Annual Report 2023-2024

• (c) According to information and explanations given to us, no any whistle-blower complaint is received during the year.

• (xii) The company does not fall under the category of Nidhi Company, hence provisions specified in Nidhi Rules, 2014 are not applicable to the company.

• (xiii) The company has complied the provision of sections 177 and 188 of Companies Act 2013 on all transactions with the related parties and the details have been disclosed in the financial statements as required by the applicable accounting standards.

• (xiv) (a) The company has an internal audit system commensurate with size and nature of its business in accordance with section 138 of Companies Act, 2013.

• (b) We have considered the reports of the Internal Auditors

  • issued for the period under audit.

• (xv) In our opinion and according to information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him covered under the provisions of section 192 of Companies Act, 2013.

• (xvi) (a) The Company is not required to be registered under

  • section 45-IA of the Reserve Bank of India Act, 1934.

• (b) The Company is not engaged in any Non-Banking

  • Financial or Housing Finance activities.

• (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, hence para (c) and (d) is not applicable to the company.

• (xvii) The Company has neither incurred cash loss in current financial year nor in the immediately preceding financial year.

• (xviii) We are the continuing auditor of the company from previous financial year, hence there is no resignation of the statutory auditors during the year.

• (xix) In our opinion, on the basis of the financial ratios, aging and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

• (xx) (a) The company does not have any unspent amount to transfer to a Fund specified in Schedule VII to the Companies Act, 2013 within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act.

• (b) The company does not have any ongoing project as specified in sub-section (5) of section 135 of the said Act

• (xxi) The company does not have consolidated financial statements, hence this para is not applicable to the company.

for ssMs & Associates

Chartered Accountants Firm Reg. No.19351C

(satish somani)

Partner Place: Bhilwara (Raj.) M.No. 076241 Date: 20[th] May, 2024 UDIN : 24076241BKGYXW2700

58

==> picture [39 x 35] intentionally omitted <==

ANNeXURe ii tO AUditOR's RePORt

Report on the internal financial controls under clause (i) of subsection 3 of section 143 of the companies Act, 2013 ("the Act")

Opinion

We have audited the internal financial controls over financial reporting of BsL Limited, Bhilwara ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management's Responsibility for internal financial controls

The Company's management is responsible for establishing and maintaining internal financial controls based on criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by

ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of internal financial controls over financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

• 1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

• 2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• 3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

inherent Limitations of internal financial controls over financial

Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

for ssMs & Associates Chartered Accountants Firm Reg. No.19351C

(satish somani)

Partner Place: Bhilwara (Raj.) M.No. 076241 Date: 20[th] May, 2024 UDIN : 24076241BKGYXW2700

59

Annual Report 2023-2024

BALANce sHeet As At 31[st] MARcH, 2024

|||(**in Lac)**|**(**in Lac)|
|---|---|---|---|
|Particulars|NOte|As at||
|||31.03.2024|31.03.2023|
|Assets||||
|(1)
Non-current Assets||||
|(a)
Property,Plant and Equipment|2|22841.81|22615.54|
|(b)
Capital Work in Progress|3|16.96|-|
|(d)
Intangible Assets|4|255.60|270.88|
|(e)
Financial Assets||||
|(i)
Loans|5|16.85|12.10|
|(ii)
Other Financial Assets|6|265.25|265.34|
|(f)
Other Non-current Assets|7|107.76|89.61|
|||23504.23|23253.47|
|(2)
current Assets||||
|(a)
Inventories|8|21022.38|18543.48|
|(b)
Financial Assets||||
|(i)
Trade Receivables|9|14359.45|9753.28|
|(ii)
Cash & Cash Equivalents|10|8.41|13.42|
|(iii) Bank Balances(Other than ii above)|11|28.83|37.87|
|(iv) Loans|12|99.66|77.67|
|(v)
Other Financial Assets|13|232.97|127.89|
|(c)
Current Tax Assets(Net)|14|172.83|58.85|
|(d)
Other Current Assets|15|2325.85|1959.66|
|||38250.38|30572.12|
|tOtAL Assets||61754.61|53825.59|
|eQUitY ANd LiABiLities||||
|eQUitY||||
|(a)
EquityShare Capital|16|1029.22|1029.22|
|(b)
Other Equity|17|10239.14|9377.85|
|||11268.36|10407.07|
|LiABiLities||||
|(1)
Non - current Liabilities||||
|(a)
Financial Liabilities||||
|(i)
Borrowings|18|15091.68|15927.13|
|(ii)
Other Financial Liabilities|19|101.25|105.32|
|(b)
Deferred Tax Liabilities(Net)|20|944.55|576.31|
|(c)
Deferred Government Grant|21|-|2.84|
|(d)
Other Non - current Liabilities|22|14.99|16.73|
|||16152.47|16628.33|
|(2)
current Liabilities||||
|(a)
Financial Liabilities||||
|(i)
Borrowings|23|28630.60|18638.33|
|(ii)
Trade Payables Due to:||||
|(A)Micro and Small Enterprises|24|266.65|358.23|
|(B)Other than Micro and Small Enterprises|24|2229.68|4277.86|
|(iii) Other Financial Liabilities|25|3008.61|3286.55|
|(b)
Deferred Government Grant|26|2.84|9.71|
|(c)
Other Current Liabilities|27|195.40|219.51|
|||34333.78|26790.19|
|tOtAL eQUitY ANd LiABiLities||61754.61|53825.59|

Accompanying notes form an integral part of the financial statement

As per our Report of even date

for ssMs & Associates. Chartered Accountants Firm Regd. No.: 019351C

(sAtisH sOMANi)

Partner Membership No.076241

for and on behalf of the Board

1) ARUN cHURiWAL Chairman DIN: 00001718

• 2) NiVedAN cHURiWAL Managing Director DIN: 00001749 Place: Kolkata (W.B.)

• 3) PRAVeeN JAiN Director (Operations) & CFO DIN: 09196198

• 4) sHUBHAM JAiN Company Secretary Membership No. : A49973 Place: Bhilwara (Raj.)

Place: Bhilwara (Raj.) Date: 20[th] May, 2024 UdiN : 24076241BKGYXW2700

60

==> picture [39 x 35] intentionally omitted <==

stAteMeNt Of PROfit ANd LOss fOR tHe YeAR eNded 31[st] MARcH, 2024

|||(**in Lac)**|**(**in Lac)|
|---|---|---|---|
|Particulars||Year ended||
||Note|31.03.2024|31.03.2023|
|i
Revenue from Operations|28|66645.10|47174.27|
|ii
Other Income|29|76.25|96.33|
|iii
total income (i+ii)||66721.35|47270.60|
|iV
expenses:||||
|Cost of Materials Consumed|30|35881.86|23931.70|
|Purchases of Stock-in-trade|31|1141.42|1473.03|
|Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade|32|206.69|(3185.31)|
|Employee Beneft Expenses|33|9099.03|7553.36|
|Finance Costs|34|3276.87|1881.89|
|Depreciation and Amortization Expenses|35|1825.49|1086.13|
|Other Expenses|36|13796.75|12058.73|
|total expenses||65228.11|44799.53|
|V
Proft Before Exceptional Item & Tax (III - IV)||1493.24|2471.07|
|Vi
exceptional items||-|215.32|
|Vii
Proft Before Tax (V-VI)||1493.24|2255.75|
|Viii tax expense:||||
|(1) Current Tax|37|-|427.08|
|(2) Deferred Tax|38|369.97|137.74|
|iX
Proft/(Loss) for the Period (VII-VIII)||1123.27|1690.93|
|X
Other Comprehensive Income||||
|(A) (i) Items that will not be reclassifed to Proft & Loss|39|(102.47)|(129.81)|
|(ii) Income Tax Effect|37/39|-|(32.67)|
|total (A)||(102.47)|(97.14)|
|(B) (i) Items that will be reclassifed to Proft & Loss|39|(6.86)|8.75|
|(ii) Income Tax Effect|38/39|(1.73)|2.20|
|total (B)||(5.13)|6.55|
|total Other comprehensive income (A+B)||(107.60)|(90.59)|
|Xi
total comprehensive income for the period (iX + X)||1015.67|1600.34|
|Xii
earning per equity share (Basic and diluted)|40|10.91|16.43|

Accompanying notes form an integral part of financial statement

As per our Report of even date

for ssMs & Associates.

Chartered Accountants Firm Regd. No.: 019351C

(sAtisH sOMANi)

Partner Membership No.076241

for and on behalf of the Board

• 1) ARUN cHURiWAL Chairman DIN: 00001718

• 2) NiVedAN cHURiWAL Managing Director DIN: 00001749 Place: Kolkata (W.B.)

• 3) PRAVeeN JAiN Director (Operations) & CFO DIN: 09196198

• 4) sHUBHAM JAiN Company Secretary Membership No. : A49973 Place: Bhilwara (Raj.)

Place: Bhilwara (Raj.) Date: 20[th] May, 2024 UdiN : 24076241BKGYXW2700

61

Annual Report 2023-2024

stAteMeNt Of cAsH fLOW fOR tHe YeAR eNded 31[st] MARcH, 2024

||(**inlac)**|**(**inlac)|
|---|---|---|
|Particulars|for theyear ended||
||31.03.2024|31.03.2023|
|A)
cAsH fLOW fROM OPeRAtiNg ActiVities:|||
|Proft Before Tax|1493.24|2255.75|
|Adjustments for:|||
|Depreciation and Amortization|1825.49|1086.13|
|Interest Paid|3017.73|1693.19|
|Defned Beneft Plan (OCI)|(102.47)|(129.81)|
|Loss / (Proft) on sale of Property, Plant & Equipment|(29.18)|190.88|
|Deferred Revenue expenditure|8.77|1.76|
|OperatingProft Before WorkingCapital Changes|6213.58|5097.90|
|Adjustments for:|||
|(Increase)/Decrease in Financial Assets - Loans|(26.74)|(11.72)|
|(Increase)/Decrease in Financial Assets - Others|(95.95)|9.09|
|(Increase)/Decrease in Other Assets|(384.34)|1347.11|
|(Increase)/Decrease in Inventories|(2478.90)|(4398.81)|
|(Increase)/Decrease in Trade Receivables|(4606.17)|(824.26)|
|Increase/(Decrease) in Financial Liabilities - Others|(288.87)|1132.79|
|Increase/(Decrease) in Other Liabilities|(25.85)|72.77|
|Increase/(Decrease) in Trade Payables|(2139.76)|(127.22)|
|cash generated from operations|(3833.00)|2297.65|
|Direct taxes Paid|(113.98)|(415.84)|
|Net cash fow from operating activities (A)|(3946.98)|1881.81|
|B) cAsH fLOW fROM iNVestiNg ActiVities:|||
|Purchases of Property, Plant & Equipment and Intangible Assets|(2253.63)|(16705.13)|
|Sales of Property, Plant & Equipment|217.35|683.51|
|Net cash fow from investing activities (B)|(2036.28)|(16021.62)|
|c)
cAsH fLOW fROM fiNANciNg ActiVities|||
|Proceeds from Term Loans|1268.03|12709.77|
|Repayment of Term Loans|(1214.93)|(1352.39)|
|Proceeds/(Repayment) of current borrowings|9097.26|4589.65|
|Dividend Paid|(154.38)|(123.51)|
|Interestpaid|(3017.73)|(1693.19)|
|Net cash fow from fnancing activities ( C )|5978.25|14130.33|
|Net increase in cash and cash equivalents (A+B+c)|(5.01)|(9.48)|
|Openingcash and cash equivalents|13.42|22.90|
|Closingcash and cash equivalents|8.41|13.42|

Accompanying notes form an integral part of financial statements

As per our Report of even date

for ssMs & Associates. Chartered Accountants Firm Regd. No.: 019351C

(sAtisH sOMANi) Partner Membership No.076241

for and on behalf of the Board

1) ARUN cHURiWAL Chairman DIN: 00001718

• 2) NiVedAN cHURiWAL Managing Director DIN: 00001749 Place: Kolkata (W.B.)

• 3) PRAVeeN JAiN Director (Operations) & CFO DIN: 09196198

• 4) sHUBHAM JAiN Company Secretary Membership No. : A49973 Place: Bhilwara (Raj.)

Place: Bhilwara (Raj.) Date: 20[th] May, 2024 UdiN : 24076241BKGYXW2700

62

==> picture [39 x 35] intentionally omitted <==

stAteMeNt fOR cHANges iN eQUitY fOR tHe YeAR eNded 31[st] MARcH 2024

(` in lac )

==> picture [523 x 82] intentionally omitted <==

----- Start of picture text -----

a. equity share capital
Particulars As at
31.03.2024 31.03.2023
Balance at the beginning of the year 1029.22 1029.22
Balance at the end of the year 1029.22 1029.22
----- End of picture text -----

b. Other equity

Particulars	Reserves and surplus	Reserves and surplus	Reserves and surplus	Reserves and surplus	Reserves and surplus	item of Other comprehensive income	total other equity
	capital Reserve	capital Redemption Reserve	securities Premium	general Reserve	Retained earnings	effective Portion of cash flow Hedge
Balance at 31.03.2022	1015.97	30.00	1925.69	1418.77	3511.47	(0.88)	7901.02
Proft for the year	-	-	-	-	1690.93	-	1690.93
Transfer to General Reserve	-	-	-	150.00	(150.00)	-	-
Dividend Paid	-	-	-	-	(123.51)	-	(123.51)
Other comprehensive income for the year	-	-	-	-	(97.14)	6.55	(90.59)
total comprehensive income for the year	-	-	-	-	1320.28	6.55	1476.83
Balance at 31.03.2023	1015.97	30.00	1925.69	1568.77	4831.75	5.67	9377.85
Proft for the year	-	-	-	-	1123.27	-	1123.27
Transfer to General Reserve	-	-	-	150.00	(150.00)	-	-
Dividend Paid	-	-	-	-	(154.38)	-	(154.38)
Other comprehensive income for the year	-	-	-	-	(102.47)	(5.13)	(107.60)
total comprehensive income for the year	-	-	-	-	716.42	(5.13)	861.29
Balance at 31.03.2024	1015.97	30.00	1925.69	1718.77	5548.17	0.54	10239.14

Accompanying notes form an integral part of financial statements

As per our Report of even date for ssMs & Associates. Chartered Accountants Firm Regd. No.: 019351C (sAtisH sOMANi) Partner Membership No.076241

for and on behalf of the Board

• 1) ARUN cHURiWAL Chairman DIN: 00001718

• 2) NiVedAN cHURiWAL Managing Director DIN: 00001749 Place: Kolkata (W.B.)

• 3) PRAVeeN JAiN Director (Operations) & CFO DIN: 09196198

• 4) sHUBHAM JAiN Company Secretary Membership No. : A49973 Place: Bhilwara (Raj.)

Place: Bhilwara (Raj.) Date: 20[th] May, 2024 UdiN : 24076241BKGYXW2700

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

1. company Overview and Accounting Policies

A. corporate information

BSL Limited (“the Company”) is a public Limited company incorporated and domiciled in India and has its registered office at Post Box No. 16-17, Mandpam, Bhilwara, Rajasthan. The Company has its primary listing on the BSE Limited and National Stock Exchange in India.

The Company’s operation predominantly relates to Textile. BSL is one of the India’s largest vertically integrated textile company and leading manufacturers of Poly Viscose, Worsted & Cotton Yarns and Poly Viscose, Worsted and Fashion Fabrics in India.

B. Significant Accounting Policies

i. statement of compliance

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), as prescribed under section 133 of the Companies Act, 2013(‘the Act’) read with the Rule 3 of the Companies (Indian Accounting Standard) Rules 2015 as amended from time to time and guidelines issued by the Securities and Exchange Board of India (SEBI).

ii. Basis of preparation and presentation

The financial statements are prepared on the historical cost basis except for following financial instruments that are measured at fair value:

• Defined benefit plan- Plan assets measured at fair value,

• Certain financial assets and liabilities measured at fair value (including derivative instruments).

• functional and Presentation currency

  • The financial statements are presented in Indian Rupees, which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates.

• Classification of Assets and Liabilities as Current and Non-Current

All assets & liabilities are classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products/activities of the Company and the normal time between acquisition of assets for processing and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current .

Assets are classified as current when any of following criteria is satisfied:

• i. The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

• ii. The Company holds the asset primarily for the purpose of trading;

• iii. The Company expects to realize the asset within twelve months after the reporting period;

• iv. The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

Liabilities are classified as current when any of following criteria is satisfied:

• i. The Company expects to settle the liability in its normal operating cycle;

• ii. The Company holds the liability primarily for the purpose of trading;

• iii. The liability is due to be settled within twelve months after the reporting period; or

• iv. The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

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iii. Revenue recognition

The company mainly deals in textiles and derives revenues primarily from sale of manufactured goods, traded goods and related services.

Revenue from sale of products and services are recognized at a time on which the performance obligation is satisfied, at an amount that reflects the consideration the company expects to receive in exchange for those products and services. The period over which revenue is recognized is based on entity’s right to payment for performance completed.

Other Operating revenue

• a) Export incentives are accounted for in the year of export.

• b) Interest on bank deposits is recognized on the effective interest rate method basis taking into account the amounts invested and the rate of interest applicable.

• c) Interest from trade receivables and other financial assets are recognized when it is probable that the economic benefit will flow to the entity and the amount can be measured reliably.

• d) Claim lodged with insurance companies is recognized as income on acceptance by the insurance Companies.

iV. government grant & government Assistance

Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.

Government grant/subsidy if relates to an expense item are recognised in the statement of profit and loss on a systematic basis over the periods in which the Company recognise as expenses the related costs for which the grants are intended to compensate.

The Capital Subsidy under Technology Up-gradation Fund Scheme (TUFS) from Government on specified machinery is recognized on a systematic and rational basis by adopting Deferred Income Approach. Such allocation to income is done prospectively over the remaining useful life of the respective assets and is adjusted against the depreciation in the Statement of Profit and Loss. Pending the utilization of the grant received, the same is presented as ‘Deferred Income’.

If the grant/subsidy is related to subvention of a particular expense, it is deducted from that expense in the year of recognition of government grant/ subsidy.

V. inventories

Inventories including goods-in-transit are valued at lower of cost and estimated net realizable value. Cost of inventory includes the cost of purchase & GST paid on inputs and all other direct and indirect cost allocated proportionately incurred in bringing the inventories to their present location and condition.

Raw materials and stores & spares

Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on FIFO basis in case of raw material and on weighted average basis in case of stores & spares.

finished goods and work in progress

Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost is determined on weighted average cost basis.

traded goods

Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on FIFO basis.

Waste

Valued at net realizable value.

goods on Job work

Processed value of goods on job basis is valued at contract rate.

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

Vi. Property, Plant and equipment (PPe)

Recognition and measurement

Property, plant and equipment (PPE) are carried at cost less accumulated depreciation and accumulated impairment losses, if any.

The cost of property, plant and equipment (PPE) comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses, present value of decommissioning costs (where there is a legal or constructive obligation to decommission) and interest on borrowings attributable to acquisition of qualifying assets up to the date the asset is ready for its intended use.

subsequent expenditure

Subsequent expenditure on property plant & equipment after its purchase / completion is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

impairment

Property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that an asset may be impaired. If an impairment loss is determined, the remaining useful life of the asset is also subject to adjustment.

An impairment loss is recognized in the statement of profit and loss to the extent, asset’s carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets.

The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

capital work-in-progress

Projects under which property, plant and equipment are not yet ready for their intended use are carried at cost less any recognised impairment loss. Cost comprises direct cost, related incidental expenses and borrowing cost.

depreciation

Depreciation is recognised for property, plant and equipment so as to write-off the cost less residual values over their estimated useful lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis taking into account commercial and technological obsolescence as well as normal wear and tear.

Depreciation on tangible assets except plant & equipments of cotton spinning division is provided on straight line method over

the useful lives prescribed under Schedule II of Companies Act, 2013

Depreciation on plant & equipments installed in cotton spinning division is provided on straight line method over useful life of 20 years as per technical opinion taken by the company.

Free hold land is not depreciated.

Depreciation on additions to or on disposal of property, plant and equipment is calculated on pro-rata basis i.e. from (up to) the date on which the Property, Plant and Equipment is available for use (disposed off).

derecognition of PPe

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the property, plant and equipment) is included in the statement of profit & loss when the property, plant and equipment is derecognized.

Vii. intangible assets

Recognition and measurement

An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and the cost of the asset can be measured reliably. All other expenditure is expensed as incurred.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses.

The cost of a separately acquired intangible asset comprises of its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; and any directly attributable cost of preparing the asset for its intended use.

Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in statement of profit or loss in the period in which the expenditure is incurred.

Amortisation

The useful lives of intangible assets are assessed as either finite or infinite. The amortization period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

impairment

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization expense on intangible assets with finite lives is recognized in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level.

The estimated useful life of the finite intangible assets is given below:

s.No.	Nature of Assets	effective Useful Life	Amortisation Method
1.	Computer Software	10 Years	Amortised on Straight line basis over the useful life.

derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from Derecognition of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised in Statement of profit and loss when the asset is derecognised.

Viii. foreign currencies

The Company’s financial statements are presented in INR. ( ` )

transactions and balances

In preparing the financial statements, transactions in foreign currencies are recognised at the rates of exchange prevailing at the dates of the transactions. Exchange differences arising on foreign exchange transactions settled during the period are recognised in the Statement of profit and loss of the period.

At the end of each reporting period, monetary items denominated in foreign currencies (except financial instruments designated as Hedge Instruments) are translated at the rates prevailing at that date.

Exchange differences on translation of monetary items are recognised in Statement of profit and loss in the period in which they arise with the exception of the following:

Monetary items that are designated as part of cash flow hedge instrument are recognised in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

derivative financial instruments and Hedge Accounting

The Company uses derivative instruments i.e. forward contracts to hedge its foreign currency risks. The Company designates these forward contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions. The Company has designated forward instruments on spot to spot basis. The Company recognises the forward points in the statement of profit and loss account.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivatives is recognised in other comprehensive income and accumulated in the other comprehensive income under other equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in the statement of profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in other comprehensive income till the period hedge was effective remains in other comprehensive income until the forecasted transaction occurs. The cumulative gain or loss previously recognised in the other comprehensive income is transferred to the statement of profit and loss upon the occurrence of related forecasted transaction. If the forecasted transactions no longer expected to occur, then the amount accumulated in other comprehensive income is reclassified to net profit in the statement of profit and loss .

IX. Employee benefits

Short-term Employee Benefits

Short-term employee benefits obligation is measured on undiscounted basis and is expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined Contribution Plan

The Company makes defined contribution to Employees Provident Fund Organization (EPFO), Pension Fund, Superannuation Fund and Employees State Insurance (ESI), which are accounted on accrual basis as expenses in the statement of profit and loss in the period during which the related services are rendered by employees.

Prepaid contribution is recognized as assets to the extent that a cash refund or reduction in future payments is available.

Defined Benefit Plan

The Company’s liabilities on account of gratuity and earned leave on retirement of employees are determined under defined benefit plans.

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in Other Comprehensive Income. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year.

Net interest expense and other expenses related to defined benefit plans are recognized in statement of profit and loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in statement of profit and loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

X. taxation

Income tax expense represents the sum of tax currently payable and deferred tax.

 current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

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Current tax is determined on the basis of taxable income and tax credits computed for Company, in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdiction where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date.

Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant taxpaying units intends to settle the asset and liability on a net basis.

 deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability will be settled or the asset will be realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

current and deferred tax for the year

Current and deferred tax are recognized in statement of profit and loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

Xi. Provisions, contingent Liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent Liability is disclosed after careful evaluation of facts, uncertainties and possibility of reimbursement, unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent liabilities are not recognized but are disclosed in notes.

Contingent assets are not recognized. However, when the realization of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognized as an asset.

Xii. segment reporting

The Board of Directors of the Company identified Textiles as primary business segment as the company mainly dealing in Textile business only.

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

Further the board has identified two geographical segments i.e. ‘Domestic’ and ‘Export’ considering the political and economic environment. Type A customers, assets employed and risk parameters associated in respect of each of the geographical area.

Xiii. earnings per share

Basic earnings per share are computed by dividing the profit/loss for the year attributable to the shareholders of the Company by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/loss for the year attributable to the shareholders of the Company as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

XIV. Statement of Cash flow

Statement of cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

XV. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of the assets, until such time as the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.

XVi. Non-current assets(or disposal groups) held for sale and discontinued operations

Non-Current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less cost to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less cost to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. Again or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.

Non-current assets (including those that are part of disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represent a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit and loss.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

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XVii. fair Value Measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in most advantageous market for the asset or liability and the Company has access to

• the principal or the most advantageous market.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summarizes accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

XViii. cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

For the purposes of the presentation of cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand, book overdraft as they being considered as integral part of the Company’s cash management system.

XiX. financial instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss (FVTPL) are recognized immediately in the statement of profit and loss.

financial assets

For purposes of subsequent measurement, financial assets are classified in below mentioned categories:

• Financial assets carried at amortized cost.

• Financial asset at fair value through other comprehensive income.

• Financial asset at fair value through profit or loss.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

financial assets at amortized cost

Financial assets are subsequently measured at amortized cost using the effective interest method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income (OCI) if these financial assets are held within a business model whose objective is achieved by both selling financial assets and collecting contractual cash flows, the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition, the Company makes an irrevocable election on an instrument-by-instrument basis to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments, other than equity investment which are held for trading. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the “Reserve for equity instruments through other comprehensive income’. The cumulative gain or loss is not reclassified to the statement of profit and loss on disposal of the investments.

Financial assets at fair value through profit or loss (‘FVTPL’)

Investment in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investment in equity instruments which are not held for trading.

Other financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in Statement of profit or loss.

Impairment of financial assets (other than at fair value)

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.

However, for trade receivables, the Company measures the loss allowance at an amount equal to lifetime expected credit losses. In cases where the amounts are expected to be realized up to one year from the date of the invoice, loss for the time value of money is not recognized, since the same is not considered to be material.

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual right to the cash flow from the asset expires or when it transfers the financial asset and substantially all risk and reward of ownership of the asset to other party. If the Company neither transfers nor retains substantially all the risk and reward of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associate liability for an amount it has to pay. If the Company retains substantially all the risks and reward of ownership of a transferred financial asset, the company continues to recognize the financial asset and also a collateralized borrowing for the proceeds received.

financial liabilities

All financial liabilities are subsequently measured at amortized cost using the effective interest method.

Classification as debt or equity

Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

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Notes to financial statements as at and for the year ended 31[st] March, 2024

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Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate (EIR) method. Gains and losses are recognized in the statement of profit or loss when the liabilities are derecognized as well as through the effective interest rate (EIR) amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

trade and other Payables

These amounts represent liabilities for goods & services provided to the Company prior to the end of the financial year which are unpaid. These are recognized initially at fair value and subsequently measured at amortized cost using effective interest method. Where the maturity period is within one year from balance sheet date, the carrying amount approximate the fair value at initial recognition due to short maturity of these instruments.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the statement of profit and loss.

Reclassification of financial assets and financial liabilities

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

XX. impairment of Non-financial assets

The non-financial assets, other than biological assets, inventories and deferred tax asset are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indications exist, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash generating units (CGUs). Each CGU represents the smallest group of assets that generate cash inflows that are largely independent of the cash inflows of other assets or CGUs.

Goodwill arising from the business combination is allocated to CGUs or groups of CGUs that are expected to benefits from the synergies of the combination.

The recoverable amount of the CGU (or an individual asset) is the higher of its value in use and its fair value less cost to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre- tax discount rate that reflects current market assessment of the time value of money and the risks specifics to the CGU (or the asset).

The corporate assets (e.g. central office building for providing support to various CGUs) do not generate independent cash inflows. To determine impairment of a corporate asset, recoverable amount is determined for the CGUs to which the corporate asset belongs.

The impairment loss is recognized if the carrying amount of the asset or the CGU exceeds its estimated recoverable amount. Impairment losses are recognized in the statement of profit & loss. Impairment loss recognized in respect of CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the CGU (or group of CGUs) on a pro rata basis.

73

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been recognized in prior periods, the company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

XXi. Use of estimates

The preparation of the financial statement in conformity with Ind AS requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and current and / or future periods are affected.

XXii. critical accounting judgments and key sources of estimation uncertainty

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.

• critical accounting judgments in applying accounting policies

The following are the critical judgments, apart from those involving estimations that the Management have made in the process of applying the Company’s accounting policies and that have most significant effect on the amounts recognised in the financial statements.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments . (Refer Note XVii)

Impairment of non-financial assets

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making assumption and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward estimate at the end of each reporting period.

Assets Held for sale

Management Judgment is required for identifying the assets which are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to terms that are usual and

74

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

customary for sales of such asset and its sale is highly probable which could lead to significant judgment. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

income taxes

Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the financial statements.

contingencies

Management judgment is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/ litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

insurance claims

Insurance claims are recognized when the Company has reasonable certainty of recovery. Subsequently any change in recoverability is provided for.

XXiii. key source of estimation uncertainty

Key source of estimation uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of investments, provisions and contingent liabilities.

The areas involving critical estimates are:

Useful lives and residual values of property, plant and equipment

Useful life and residual value of property, plant and equipment are based on management’s estimate of the expected life and residual value of those assets and is as per schedule II to the Companies Act 2013/ as per technical opinion taken by the company.

These estimates are reviewed at the end of each reporting period. Any reassessment of these may result in change in depreciation expense for future years (Refer note no VI).

impairment of property plant and equipment

The recoverable amount of the assets has been determined on the basis of their value in use. For estimating the value in use, it is necessary to project the future cash flow of assets over its estimated useful life. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in statement of profit and loss. (Refer note VI)

Valuation of deferred tax assets

Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. Any change in the estimates of future taxable income may impact the recoverability of deferred tax assets (Refer note X).

Provisions and contingencies

A provision is recognized when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognized but disclosed in the financial statements wherever applicable. (Refer note XI)

75

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

2. PROPeRtY, PLANt & eQUiPMeNt

( ` in lac)

Particulars	gross Block	depreciation/ Amortization	Net carrying Value
	As at 31.03.23 Additions disposal As at 31.03.24 Up to 31.03.23 deductions for the Year 2023-24 total Up to 31.03.24 As at 31.03.24 As at 31.03.23
Land – Free Hold	28.11 - - 28.11 0.05 - 0.01 0.06 28.05 28.06
Land – Lease Hold	152.57 - - 152.57 17.00 - 2.43 19.43 133.14 135.57
Buildings (Including Roads)	6482.45 7.76 - 6490.21 1134.89 - 258.68 1393.57 5096.64 5347.56
Plant and Equipments	22808.80 1947.45 178.26 24577.99 7069.48 5.51 1363.79 8427.76 16150.23 15739.32
Electrical Installation and Equipments	1038.64 21.23 - 1059.87 204.41 - 82.87 287.28 772.59 834.23
Computer and data processing units	104.35 9.67 1.50 112.52 72.79 0.27 9.71 82.23 30.29 31.56
Furniture and Fixtures	299.78 145.98 1.88 443.88 148.45 1.73 29.19 175.91 267.97 151.33
Vehicles	399.83 58.25 29.93 428.15 122.58 19.06 45.47 148.99 279.16 277.25
Offce Equipments	253.51 33.14 11.02 275.63 182.85 7.85 16.89 191.89 83.74 70.66
total	31568.04 2223.48 222.59 33568.93 8952.50 34.42 1809.04 10727.12 22841.81 22615.54

( ` in lac)

==> picture [504 x 17] intentionally omitted <==

----- Start of picture text -----

Particulars gross Block depreciation/Amortization Net carrying Value
----- End of picture text -----

	As at	Additions	Disposals	As at	Up to	Deductions	For the	Total	As at	As at
	31.03.22			31.03.23	31.03.22		Year	Up to	31.03.23	31.03.22
							2022-23	31.03.23
Land – Free Hold	28.11	-	-	28.11	0.04	-	0.01	0.05	28.06	28.07
Land – Lease Hold	152.57	-	-	152.57	14.57	-	2.43	17.00	135.57	138.00
Buildings (Including Roads)	3465.43	3045.97	28.95	6482.45	1001.42	17.79	151.26	1134.89	5347.56	2464.01
Plant and Equipments	11212.89	13116.62	1520.71	22808.80	6879.04	679.67	870.11	**7069.48 **	15739.32	4333.85
Electrical Installation and	315.36	723.30	0.02	1038.64	188.63	-	15.78	204.41	834.23	126.73
Equipments
Computer and data	88.11	16.99	0.75	104.35	67.80	0.71	5.70	72.79	31.56	20.31
processing units
Furniture and Fixtures	225.55	75.33	1.10	299.78	128.94	0.48	19.99	148.45	151.33	96.61
Vehicles	296.59	175.84	72.60	399.83	140.00	52.09	34.67	122.58	277.25	156.59
Offce Equipments	230.58	25.80	2.87	253.51	169.01	1.87	15.71	182.85	70.66	61.57
total	**16015.19 **	17179.85	**1627.00 **	31568.04	8589.45	752.61	1115.66	**8952.50 **	22615.54	7425.74

i) Disposal from Gross Block represents sale/transfer/discard of property, plant & equipment.

ii) Deduction in depreciation is on account of Sale/Transfer/discard of property, plant & equipment and amortization of lease rent.

iii) Depreciation for the year 2023-24 includes 9.71 lac (P.Y. 31.23 lac) against amortization of government capital grants.

• iv) Assets pledged as security refer note no. 18 and 23.

76

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Notes to financial statements as at and for the year ended 31[st] March, 2024

3. cAPitAL WORk iN PROgRess

( ` in lac)

	(`in lac)
Particulars As at 31.03.2023 Addition	capitalization As at 31.03.2024
Buildings ( Including Roads ) - 8.90	- 8.90
Plant & Equipments - 1934.74	1926.68 8.06
Electric Installation & Equipments - 21.23	21.23 -
Furniture & Fixtures - 112.14	112.14 -
Offce Equipments - 2.31	2.31 -
total - 2079.32	2062.36 16.96
	(`in lac)
Particulars As at 31.03.2022 Addition	Capitalization As at 31.03.2023
Buildings ( Including Roads ) 527.41 2377.02	2904.43 -
Plant & Equipments 14.87 11877.31	11892.18 -
Electric Installation & Equipments - 720.27	720.27 -
Furniture & Fixtures - 44.68	44.68 -
Offce Equipments - 11.65	11.65 -
Pre-operative & Trial Run Expenditure 25.82 1276.27	1302.09 -
total 568.10 16307.20	16875.30 -
Capital work in progress ageing	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Projects inprogress
Less than 1year	16.96 -
total	16.96 -

4. iNtANgiBLe Assets

( ` in lac)

Particulars	gross Block	Amortization	Net carrying Value
	As at 31.03.23 Additions disposals As at 31.03.24 Up to 31.03.23 deductions for the Year 2023-24 total Up to 31.03.24 As at 31.03.24 As at 31.03.23
Computer Software- acquired	340.23 10.88 - 351.11 69.35 - 26.16 95.51 255.60 270.88
	(`in lac)
Particulars	gross Block	Amortization	Net carrying Value
	As at 31.03.22 Additions Disposals As at 31.03.23 Up to 31.03.22 Deductions For the Year 2022-23 Total Up to 31.03.23 As at 31.03.23 As at 31.03.22
Computer Software- acquired	79.17 261.06 - 340.23 67.65 - 1.70 69.35 270.88 11.52

77

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

5. NON - cURReNt fiNANciAL Assets – LOANs

( ` in lac)

Particulars	As at
	31.03.2024 31.03.2023
Unsecured, considered good
Staff Loans & Advances	16.85 12.10
total	16.85 12.10

6. NON - cURReNt fiNANciAL Assets – OtHeRs

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Security Deposits	265.25 265.34
total	265.25 265.34

7. NON - cURReNt Assets- OtHeRs

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Unsecured, considered good
Capital Advances	96.89 77.62
Prepaid Expenses	9.17 10.29
Others	1.70 1.70
total	107.76 89.61

8. iNVeNtORies

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Raw Materials	8351.46 5819.35
Work in Progress	2997.17 3618.87
Finished Goods	9050.97 8615.49
Traded Goods	67.69 88.16
Stores & Spares	555.09 401.61
total	21022.38 18543.48

(i) For basis of valuation of inventory refer note no: 1- B(V)

(ii) For inventories hypothecated against borrowings refer note no.18 and 23.

9. tRAde ReceiVABLes

( ` in lac)

Particulars	As at
	31.03.2024 31.03.2023
Trade Receivables - Unsecured,consideredgood	14359.45 9753.28
total	14359.45 9753.28

i) No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

78

==> picture [39 x 35] intentionally omitted <==

Notes to financial statements as at and for the year ended 31[st] March, 2024

• ii) Trade Receivables aging from due date of payment

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Undisputed Trade receivables - Consideredgood
Less than 6 months	13422.43 9035.50
6 months - 1year	630.68 678.70
1 - 2years	306.34 -
2 - 3years	- -
More than 3years	- 39.08
total	14359.45 9753.28

10. cAsH ANd cAsH eQUiVALeNts

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Balance with banks - Current account	6.95 11.62
Cash in hand	1.46 1.80
total	8.41 13.42

11. BANk BALANces OtHeR tHAN cAsH ANd cAsH eQUiVALeNts

( ` in lac)

Particulars	As at
	31.03.2024 31.03.2023
Unpaid Dividend Account*	21.46 19.81
Bank Deposits above 3 months but within 12 months maturity	7.37 18.06
total	28.83 37.87

*Earmarked against the corresponding provision. Refer note no. 25.

12. cURReNt fiNANciALs Assets –LOANs

( ` in lac)

Particulars	As at
	31.03.2024 31.03.2023
Unsecured, considered good
Staff Loans& Advances	99.66 77.67
total	99.66 77.67

13. cURReNt fiNANciAL Assets- OtHeRs

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Incentive/Rebate Receivable	144.52 98.61
SecurityDeposit	4.72 7.95
Forward Cover Receivable	- 0.55
Others	83.73 20.78
total	232.97 127.89

79

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

14. cURReNt tAX Assets(Net)

cURReNt tAX Assets(Net)
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Advance Tax	172.83 453.26
Less: Income Tax Provision	- 394.41
total	172.83 58.85

15. cURReNt Assets - OtHeRs

cURReNt Assets - OtHeRs
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Export Incentive Receivable	309.80 239.60
Claims & Other Receivable from Government Authority	1906.67 1505.34
Prepaid Expenses	109.38 214.72
total	2325.85 1959.66

16. eQUitY sHARe cAPitAL

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Authorized:
2,90,00,000 (PY : 2,90,00,000) Equity Shares of`10 each	2900.00 2900.00
5,00,000 (PY: 5,00,000) Redeemable Cumulative Preference Shares of`100 each	500.00 500.00
total	3400.00 3400.00
issued, subscribed & Paid-up:
1,02,92,168 (PY: 1,02,92,168) Equity Shares of`10 each	1029.22 1029.22
total	1029.22 1029.22

i) term / Rights attached to equity shares

The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

• ii) Reconciliation of the number of shares

Particulars	As at
	31.03.2024 31.03.2023
Opening	10292168 10292168
Closing	10292168 10292168

80

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Notes to financial statements as at and for the year ended 31[st] March, 2024

• iii) Details of Shares held by Shareholders holding more than 5% shares of the Company

Name of shareholders	As at
	31.03.2024 31.03.2023
	No. of shares % No. of Shares %
Arun Churiwal	1025716 9.97 1025716 9.97
Sudha Churiwal	1006502 9.78 1006502 9.78
Nivedan Churiwal	759624 7.38 759624 7.38
Akunth Textile Processors Pvt. Ltd.	697774 6.78 697774 6.78
Shubha Churiwal	625450 6.08 625450 6.08

• iv) The Company does not have any holding/ultimate holding company.

• v) Shareholding of Promoters

s. No. Promoter name	As at % Change during the year 31.03.2024 31.03.2023 No. of shares % of total shares No. of Shares % of Total Shares
1 Arun Churiwal	1025716 9.97 1025716 9.97 -
2 Sudha Churiwal	1006502 9.78 1006502 9.78 -
3 Nivedan Churiwal	759624 7.38 759624 7.38 -
4 Akunth Textile Processors Pvt. Ltd.	697774 6.78 697774 6.78 -
5 Shubha Churiwal	625450 6.08 625450 6.08 -
6 Churiwal Properties & Invt. P. Ltd.	514145 5.00 514145 5.00
7 Bharat Investment Growth Ltd.	257500 2.50 257500 2.50 -
8 Investors India Ltd.	190703 1.85 190703 1.85 -
9 Ravi Jhunjhunwala	157270 1.53 157270 1.53 -
10 Cornhill Investments Ltd.	120300 1.17 120300 1.17 -
11 Shashi Commercial Co. Ltd.	118600 1.15 118600 1.15 -
12 Microlight Investments Ltd.	96000 0.93 96000 0.93 -
13 Microbase Ltd.	70700 0.69 70700 0.69 -
14 India Texfab Marketing Ltd.	62217 0.60 62217 0.60 -
15 Arun Nivedan HUF	51200 0.50 51200 0.50 -
16 RSWM Limited	31396 0.31 31396 0.31 -
17 Dreamon Commercial Private Limited	27938 0.27 27938 0.27 -
18 Mandpam Vikas Pvt. Ltd.	23975 0.23 23975 0.23 -
total	5837010 56.72 5837010 56.72 -

81

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

17. OtHeR eQUitY

OtHeR eQUitY
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
i) capital Reserve
Balance at the beginning of the year	1015.97 1015.97
Balance at the end of the year	1015.97 1015.97
ii) capital Redemption Reserve
Balance at the beginning of the year	30.00 30.00
Balance at the end of the year	30.00 30.00
iii) securities Premium
Balance at the beginning of the year	1925.69 1925.69
Balance at the end of the year	1925.69 1925.69
iv) general Reserve
Balance at the beginning of the year	1568.77 1418.77
Transfer from retained earnings	150.00 150.00
Balance at the end of the year	1718.77 1568.77
v) Retained earnings
Balance as at the beginning of the year	4831.75 3511.47
Proft for the year	1123.27 1690.93
Remeasurment of defned beneft plans through OCI	(102.47) (97.14)
Transfer to General Reserve	(150.00) (150.00)
Dividend Paid	(154.38) (123.51)
Balance as at the end of the year	5548.17 4831.75
vi) Other comprehensive income
Balance as at the beginning of the year	5.67 (0.88)
For the year	(5.13) 6.55
Balance at the end of the year	0.54 5.67
total	10239.14 9377.85

capital Reserve – Capital reserve is created on amalgamation of Bhilwara Processors Limited and BSL Wulfing Limited with the company and the same will be utilized as per the provisions of the Companies Act, 2013.

capital Redemption Reserve – Capital redemption reserve is created on redemption of preference share capital and the same will be utilized as per the provisions of the Companies Act, 2013.

securities Premium – Security premium is created on issue of equity shares at premium and the same will be utilized as per the provisions of the Companies Act, 2013.

• (i) The Other Comprehensive Income (Net gains/(loss) on hedging instruments) represents the cumulative effective portion of gain / (losses) arising on changes in fair value of designated portion of hedging instruments entered into for Cash Flow Hedge reserve. The cumulative gain/ (losses) arising on changes in fair value of designated portion of the hedging instruments that are recognized and accumulated under the heading of Cash Flow Hedge Reserve will be reclassified to the Profit and Loss only when the hedge transaction affects the Profit and Loss account.

(ii) details of dividend Proposed

After the reporting date, the Board of Directors of the company has recommended a dividend @ 10% (P.Y.@15%) to Equity shareholder i.e. 1.00 (P.Y. 1.50) per Equity share amounting to 102.92 Lacs (P.Y. 154.38 lacs).The dividend proposed by the Board is subject to approval at the annual general meeting of the company. The dividend has not been recognized as liability.

82

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

19. NON - cURReNt fiNANciAL LiABiLities - BORROWiNgs

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
secured Borrowing
Term Loans from Banks	14959.73 15773.47
Vehicle Loans from - Banks	88.04 70.03
- Other	43.91 83.63
total	15091.68 15927.13

• i) Nature of security: The Term Loans from Banks are secured by way of joint equitable mortgage / hypothecation of all immovable and movable existing and future assets of the Company except book debts ranking pari-passu subject to prior charge created in favor of the Company's bankers on stocks of raw materials, semi-finished, finished goods for working capital.

The GECL 2.0 (WCTL) loans under ECLGS-2.0 are secured against hypothecation of stocks of raw materials, finished goods and goods in process. The same is also secured by second charge created in favor of Company's Bankers by way of joint equitable mortgage on immovable properties of the Company which is ranking pari-passu.

• Vehicle Loans are secured against hypothecation of respective vehicles.

• ii) No term loan is guaranteed by Directors or Others.

• iii) terms of Repayment of secured Borrowing: Secured term loans from banks are repayable in quarterly/monthly installments and having floating interest rates ranging from Base Rate/MCLR + spread (0.40% to 2.50% as on 31.03.2024 and 0.50% to 5.00% as on 31.03.2023) and vehicle loans are repayable in monthly installments and having interest rates ranging from 7.95% to 9.76% as on 31.03.2024 and 7.95% to 9.76% as on 31.03.2023.Period of maturity and installments outstanding are as under:-

( ` in lac)

Name of Banks	date of Maturity	No. of installments Outstanding as on 31.03.2024	As at 31.03.2024	As at 31.03.2024	As at 31.03.2024	As at 31.03.2023	As at 31.03.2023	As at 31.03.2023
			total Outstanding	current Maturities	Long term Maturities	Total Outstanding	Current Maturities	Long Term Maturities
(A) term Loan from Banks
State Bank of India	31.12.2024	2	138.20	138.20	-	506.20	368.00	138.20
Indian Bank- I	30.09.2029	20	6525.00	652.00	5873.00	6443.96	-	6443.96
Indian Bank- II	31.03.2032	30	2700.00	74.00	2626.00	2228.51	-	2228.51
Export Import Bank of India	01.12.2028	20	1214.29	242.85	971.44	1275.00	121.42	1153.58
Bank of Maharashtra	30.09.2031	30	4498.88	250.00	4248.88	4500.00	-	4500.00
Canara Bank	31.12.2029	20	670.00	-	670.00	-	-	-
PNB (GECL-2.0 WCTL)	31.12.2025	29	438.33	250.52	187.81	688.86	250.53	438.33
IDBI (GECL-2.0 WCTL)	30.01.2026	30	233.75	127.50	106.25	361.25	127.50	233.75
SBI (GECL-2.0 WCTL)	28.02.2026	31	663.38	367.15	296.23	1030.53	367.15	663.38
Deferred Revenue Expenditure			(28.22)	(8.34)	(19.88)	(34.66)	(8.41)	(26.25)
total (A)			17053.61	2093.88	14959.73	16999.65	1226.18	15773.47
(B) Vehicle Loans
From Banks	07.11.2029	3 to 68	112.20	24.16	88.04	88.35	18.32	70.03
From Other	13.12.2025	21	83.16	39.25	43.91	101.41	17.78	83.63
total (B)			195.36	63.41	131.95	189.76	36.10	153.66
total (A+B)			17248.97	2157.29	15091.68	17189.41	1262.28	15927.13

83

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

19. NON - cURReNt fiNANciAL LiABiLities – OtHeR

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Agent & Dealers Deposits	101.25 105.32
total	101.25 105.32

20. defeRRed tAX LiABLities (Net)

• i) The Company has provided deferred tax liability of 369.97 Lac (PY liability of 137.74 Lac) in profit and loss account and provided deferred tax assets of 1.73 Lac(PY liability provided of 2.20 Lac) in OCI, determined on account of temporary differences in accordance with ‘IND AS – 12 INCOME TAXES’ as under :-

deferred tax assets of1.73 Lac(PY liability provided of2.20 Lac) in OCI, determined accordance with ‘IND AS – 12 INCOME TAXES’ as under :-	on account of temporary differences in
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
A. deferred tax Liability	982.94 609.26
B. deferred tax Assets	38.39 32.95
Net deferred tax Liability	944.55 576.31

• i) Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

ii) Movement in Deferred Tax Liabilities/Assets

ii) Movement in Deferred Tax Liabilities/Assets
				(`in lac)
Particulars	Balance as on	Recognized in	Recognized in	closing Balance
	31.03.2023	the statement of	the statement	as on 31.03.2024
		proft and loss	of Other
			comprehensive
			income
Deferred Tax Liabilities in relation to
- Depreciation & Amortization Expenses	607.36	373.68	-	981.04
- Cash Flow Hedge	1.90	-	(1.73)	0.17
total	609.26	373.68	(1.73)	981.21
Deferred Tax Assets in relation to
- Disallowed u/s 43B	32.95	3.71	-	36.66
total	32.95	3.71	-	36.66
Net deferred tax Liability	576.31	369.97	(1.73)	944.55
				(`in lac)
Particulars	Balance as on	Recognized in	Recognized in	Balance as on
	31.03.2022	the statement of	the statement	31.03.2023
		proft and loss	of Other
			Comprehensive
			Income
Deferred Tax Liabilities in relation to
- Depreciation & Amortization Expenses	470.09	137.27	-	607.36
- Cash Flow Hedge	-	-	1.90	1.90
total	470.09	137.27	1.90	609.26
Deferred Tax Assets in relation to
- Cash Flow Hedge	0.30	-	(0.30)	-
- Disallowed u/s 43B	33.42	(0.47)	-	32.95
total	33.72	(0.47)	(0.30)	32.95
Net deferred tax Liability	436.37	137.74	2.20	576.31

84

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

21. NON - cURReNt LiABiLities - defeRRed gOVeRNMeNt gRANt

NON - cURReNt LiABiLities - defeRRed gOVeRNMeNt gRANt
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Deferred Government Grant	- 2.84
total	- 2.84

Government grants have been received for the purchase of certain items of property, plant & equipment. There are no unfulfilled conditions or contingencies attached to these grants.

or contingencies attached to these grants.
		(`in lac)
Particulars	31.03.2024	31.03.2023
tUf capital investment subsidy
Opening Balance	12.55	43.78
Released to the statement of proft and loss	9.71	31.23
closing Balance	2.84	12.55
Non-current	-	2.84
current	2.84	9.71

22. NON - cURReNt LiABiLities - OtHeRs

NON - cURReNt LiABiLities - OtHeRs
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Staff Deposits	14.99 16.73
total	14.99 16.73

23. cURReNt fiNANciAL LiABiLities

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
i. BORROWiNgs (Repayable on demand)
secURed:
Working Capital Loans from Banks	23603.51 14177.07
UNsecURed
Loan from Related Parties	450.00 300.00
Loan from Others	2419.80 2898.98
ii. Current Maturities of Long Term Debts	2157.29 1262.28
total	28630.60 18638.33

i) Bank loans for working capital are secured against hypothecation of stocks of raw materials, finished goods and goods in process. The same is also secured by second charge created in favor of Company's Bankers by way of joint equitable mortgage on immovable properties of the Company which is ranking pari-passu.

ii) No Working Capital loan is guaranteed by Directors or Others.

iii) Rupee Loans carry floating interest rate from 8.40% to 11.30% as on 31.03.2024 and 8.15% to 10.65% as on 31.03.2023.

iv) Foreign Currency Loans carry floating interest rate SOFR + 0.50% to 1.50% as on 31.03.2024 and SOFR + 1.00% to 1.50% as on 31.03.2023.

• v) Unsecured loans are having interest rate from 8.00% to 12.00% as on 31.03.2024 and 8.50% to 15.00% as on 31.03.2023.

85

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

24. tRAde PAYABLes

tRAde PAYABLes
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Trade Payable(Undisputed)
- Micro and Small Enterprises	266.65 358.23
- Other than Micro and Small Enterprises	2229.68 4277.86
total	2496.33 4636.09

i) Other information related to MsMe

The information regarding Micro, Small and Medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company:

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
i) Principle amount and interest due thereon remainingunpaid to anysupplier.	310.97 358.23
ii) Interest paid by the Company in terms of section 16 of the MSMED Act along with the amounts of the payment made to the supplier beyond the appointed day during the accounting year	- -
iii) The amount of interest due and payable for the year of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specifed under this Act	- -
iv) The amount of interest accrued and remainingunpaid	- -
v) The amount of further interest remaining due and payable even in the succeeding years until such date when the interest dues above are actually paid to the small enterprise for thepurpose of disallowance as a deductible expenditure under section 23 of this Act.	- -

ii) trade Payable aging from due date of payment –

All trade payables outstanding for less than one year from the due date of payment.

25. cURReNt fiNANciAL LiABiLities - OtHeRs

( ` in lac)

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Un-Paid Dividend*	21.46 19.81
LiabilityTowards Staff & Worker	589.19 540.98
SundryCreditors for Capital Goods	49.43 372.53
Mark to Market Loss – Cash Flow Hedge	8.34 -
Other Liabilities	2340.19 2353.23
total	3008.61 3286.55

*There are no outstanding dues to be paid to Investor Education & Protection Fund.

26. cURReNt LiABiLities - defeRRed gOVeRNMeNt gRANt

cURReNt LiABiLities - defeRRed gOVeRNMeNt gRANt
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
Deferred Government Grant (Refer note no. 21)	2.84 9.71
total	2.84 9.71

86

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

27. cURReNt LiABiLities - OtHeRs

cURReNt LiABiLities - OtHeRs
	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
StatutoryDues Payable	195.40 219.51
total	195.40 219.51

28. ReVeNUe fROM OPeRAtiONs

ReVeNUe fROM OPeRAtiONs
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Sale of Products - Domestic	26852.75 21437.05
- Export	36856.36 23814.45
Sales of Services	1957.51 1714.12
Other OperatingRevenue	978.48 208.65
total	66645.10 47174.27

29. OtHeR iNcOMe

OtHeR iNcOMe
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Interest Income	39.31 32.32
Exchange Gain	2.58 11.91
Rent Receipt	5.18 6.44
Net Gain on Sale of Property,Plant & Equipment	29.18 24.44
Insurance Claim receipt	- 21.22
total	76.25 96.33

30. cOst Of MAteRiALs cONsUMed

cOst Of MAteRiALs cONsUMed
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Openinginventory	5819.35 4656.55
Add : Purchases (net)	37389.96 23046.64
Less : Inventoryat the end of theyear	8351.46 5819.35
	34857.85 21883.84
Add: Trial Run Inventory	- 788.99
Add: Consumption of Dyes & Chemicals	1024.01 1258.87
total	35881.86 23931.70

31. PURcHAse Of stOck iN tRAde

PURcHAse Of stOck iN tRAde
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Fabrics	1008.42 1112.93
Yarn	125.51 355.09
Others	7.49 5.01
total	1141.42 1473.03

87

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

32. cHANges iN iNVeNtORies Of fiNisHed gOOds, WORk iN PROgRess ANd stOck-iN-tRAde

	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
closing inventory:
Work-inprogress	2997.17 3618.87
Finished Goods	9050.97 8615.49
Traded Goods	67.69 88.16
total	12115.83 12322.52
Opening inventory:
Work-inprogress	3618.87 3407.93
Finished Goods	8615.49 5571.09
Traded Goods	88.16 158.19
total	12322.52 9137.21
(increase) /decrease in stocks	206.69 (3185.31)

33. eMPLOYee BeNefit eXPeNses

eMPLOYee BeNefit eXPeNses
	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
Salaries, Wages and Bonus	8023.86 6633.71
Contribution to Provident and Other Funds	700.17 619.52
Expenses related to Post Employment Defned Beneft Plans (Refer Note No 41)	143.88 123.57
Expenses related to Earned Leave (Refer Note No 41)	81.62 62.85
Workmen and Staff Welfare	149.50 113.71
total	9099.03 7553.36

34. fiNANce cOsts

fiNANce cOsts
	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
Interest on Term Loan	668.58 168.12
Interest on WorkingCapital	2341.98 1517.23
Interest on Others	7.17 7.84
Bank Charges	259.14 188.70
total	3276.87 1881.89

35. dePReciAtiON ANd AMORtiZAtiON eXPeNses

( ` in lac)

	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
Depreciation on Tangible assets	1809.04 1115.66
Amortization of Intangible assets	26.16 1.70
	1835.20 1117.36
Less: Amortization of Government Capital Grant	9.71 31.23
total	1825.49 1086.13

88

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

36. OtHeR eXPeNses

OtHeR eXPeNses
	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
A. MANUfActURiNg
WeavingCharges	329.61 834.68
DyeingCharges	197.97 203.34
Stores & Spareparts (Net)	1243.97 948.73
Power,Fuel & Water	5754.77 4616.34
Freight,Cartage etc.	176.43 152.85
Repairs to : Plant & Machinery	323.64 249.97
Building	58.95 59.00
Others	39.34 25.39
Other ManufacturingExpenses	90.52 238.18
total (A)	8215.20 7328.48
B. AdMiNistRAtiVe
Rent	112.32 87.40
Rates & Taxes	8.51 5.13
Insurance	128.57 101.84
Director’s Remuneration & Fees	540.98 488.44
Audit Fees	6.00 4.75
Director's Travelling	12.52 12.46
CSR Expenses	26.71 11.21
Miscellaneous Expenses	987.17 929.75
total (B)	1822.78 1640.98
c. seLLiNg
Commission	228.45 231.35
Packing	1252.92 1011.37
Advertisement & Sales Promotion	103.41 169.52
Foreign Travellingexpenses	139.04 123.86
Others	70.50 67.58
expenses on export sales
Commission	803.20 556.15
Overseas Freight	503.92 450.72
Others	657.33 478.72
total (c )	3758.77 3089.27
total (A+B+c)	13796.75 12058.73

37. iNcOMe tAX eXPeNses

• (a) Income Tax recognized in profit and loss

Income Tax recognized in proft and loss
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Current Year Tax – In Proft and Loss	- 427.08
Current Year Tax – In OCI	- (32.67)
	- 394.41

89

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

(b) Reconciliation

Reconciliation
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Proft before tax – (Net of OCI Defned Beneft Plans)	1390.77 2125.94
- Tax using the statutory Income Tax rate @ 25.168% (PY 25.168%)	350.03 535.06
- Expenses not deductible for tax purposes	0.87 4.75
- Temporary difference reversible in coming years	(350.90) (145.40)
total	- 394.41

38. defeRRed tAX eXPeNses

• (a) Deferred Tax expenses recognized in profit or loss

Deferred Tax expenses recognized in proft or loss
	(`in lac)
Particulars	for the year ended
	31.03.2024 31.03.2023
Current Year Tax – In Proft and Loss	369.97 137.74
Current Year Tax – In OCI	(1.73) 2.20
total	368.24 139.94

(b) Reconciliation

Reconciliation
	(`in lac)
	for the year ended
	31.03.2024 31.03.2023
Substantially enacted tax rate	25.168% 25.168%
Temporary difference during the year
- Depreciation/Amortization	354.61 144.93
- Disallowance u/s 43B	(3.71) 0.47
P.Y. Adjustments	19.07 (7.66)
Cash Flow Hedge	(1.73) 2.20
	368.24 139.94

39. OtHeR cOMPReHeNsiVe iNcOMe

OtHeR cOMPReHeNsiVe iNcOMe
	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
(i) Items that will not be reclassifed toproft or loss
Re-measurementgain/(loss) on defned beneftplans	(102.47) (129.81)
Income tax effects	- (32.67)
total (i)	(102.47) (97.14)
(ii) Items that will be reclassifed toproft or loss
Netgain/(loss) on hedginginstruments in a cash fow hedge	(6.86) 8.75
Income tax effects	(1.73) 2.20
total (ii)	(5.13) 6.55
total Other comprehensive income (i+ii)	(107.60) (90.59)

90

Notes to financial statements as at and for the year ended 31[st] March, 2024

==> picture [39 x 35] intentionally omitted <==

40. eARNiNgs PeR sHARe

	(`in lac)
s. No. Particulars	for theyear ended
	31.03.2024 31.03.2023
a) Net Proft after tax (`In lac)	1123.27 1690.93
b) Netproft available to equityshareholders (`In lac)	1123.27 1690.93
c) Average No. of Equityshares outstandingduringtheyear (Nos).	10292168 10292168
d) Basic & Dilutive earningsper share (b)/(c) (Rupeesper share)	10.91 16.43

41. eMPLOYMeNt BeNefit PLANs

The company participates in defined contribution and benefit schemes, the assets of which are held (where funded) in separately administered funds. For defined contribution schemes the amount charged to the statements of profit or loss is the total of contributions payable in the year. the required disclosure are given here under:

• (a) Defined Benefit Plans:

Defned Beneft Plans:
	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
	gratuity earned Leave Gratuity Earned Leave
	(funded) (funded) (Funded) (Funded)
i) Reconciliation of opening and closing balances of defned beneft obligation
a) At the beginningof theyear	1680.96 308.91 1575.06 278.84
b) Current Service Cost	143.88 53.03 123.57 42.50
c) Interest Cost	124.73 22.92 114.51 20.27
d) Actuarial (Gain)/Loss	84.98 25.84 111.12 16.67
e) Beneftspaid	(219.52) (57.22) (243.30) (49.37)
f) Defned Benefts Obligation atyear end	1815.03 353.47 1680.96 308.91
ii) Reconciliation of opening and closing balances of fair value ofplan assets
a) At beginningof theyear	1680.96 308.91 1575.06 278.84
b) Expected Return onplan assets	124.73 22.92 114.51 20.27
c) Actuarial Gain / (Loss)	(17.50) (2.76) (18.69) (3.68)
d) Employer Contributions	26.84 24.40 143.29 38.97
e) Beneftspaid	- - (133.21) (25.49)
f) Fair Value of theplan assets at theyear end	1815.03 353.47 1680.96 308.91
iii) Reconciliation of fair value of obligation and Assets
a) Present value of obligation as at year end	1815.03 353.47 1680.96 308.91
b) Fair value of plan assets as at year end	1815.03 353.47 1680.96 308.91
c) Amount recognized in Balance Sheet (a-b)	- - - -
iv) Expense recognized in the statement of P&L
a) Current Service Cost	143.88 53.03 123.57 42.50
b) Interest Cost	124.73 22.92 114.51 20.27
c) Expected return on plan assets	(124.73) (22.92) (114.51) (20.27)
d) Actuarial (gain) / loss	- 28.59 - 20.35
e) Net Cost (a+b+c+d)	143.88 81.62 123.57 62.85
v) Expenses recognized in the statement of OCI
a) Net Actuarial (gain)/loss	102.47 129.81

91

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

vi) investment details of Plan Assets :

	sr.	Name of	Name of trust		Policy No.	investment with
	No	Retirement Beneft
	1)	Gratuity	Bhilwara Synthetics	Ltd.	NGG(CA) 101002037	LIC of India
			Offcers GratuityTrust Fund
	2)	Earned Leave	-		GLS 103011337	LIC of India
vii)	There are no amount included in the fair value of plan				assets for

i) Company’s own financial instruments. ii) Property occupied by or other assets used by the Company.

viii) Principal Actuarial Assumptions at the Balance Sheet date

sr. No. Particulars	for the year ended
	31.03.2024 31.03.2023
i) Discount Rate	7.15%per annum 7.42%per annum
ii) Future SalaryIncrease	4.00%per annum 4.00%per annum

The estimation of future salary increase considered in actuarial valuation, take account of inflation, seniority promotion and other relevant factors, such as supply and demand in the employment market etc. The above information is certified by the Actuary. The actual return on plan assets for the year and estimate of contribution for the next year as per actuarial valuation is as under:-

sr.	Particulars	Actual Return on	estimate of contribution
No.		Plan assets	for the next year
a)	Gratuity	107.23	163.19
b)	Earned Leave	20.16	53.18

ix) The overall expected rate of return on assets is assumed based on the market prices prevailing on that date over the accounting period. The Company is having approved gratuity trust and leave encashment policy, which is having insurer Managed Fund.

x)	Experience Adjustment:		As at
	gratuity March’24	March’23	March’22	March’21	March’20
	Defned Benefts Obligation 1815.03	1680.96	1575.06	1434.82	1355.76
	Plan assets 1815.03	1680.96	1575.06	1434.82	1386.31
	Surplus/(defcit) -	-	-	-	30.55
	Experience adjustment on plan Liabilities (loss)/ gain (53.18)	(128.60)	(110.20)	(20.58)	(23.04)
	Experience adjustment onplan Assets (loss)/gain (17.50)	(18.68)	(6.05)	(17.21)	(21.18)
	earned Leave
	Defned Benefts Obligation 353.47	308.91	278.84	255.42	271.02
	Plan assets 353.47	308.91	278.84	255.43	277.12
	Surplus/(defcit) -	-	-	0.01	6.10
	Experience adjustment onplan Liabilities (loss)/gain (18.45)	(20.36)	(14.37)	31.25	5.46
	Experience adjustment onplan Assets (loss)/gain (2.76)	(3.68)	(0.79)	(1.53)	(5.80)

xi) sensitivity Analysis	for theyear ended
	31.03.2024 31.03.2023
	gratuity earned Leave Gratuity Earned Leave
(a) Impact of changes in discount rate
Increase of 0.50%	(59.04) (13.27) (56.29) (11.93)
Decrease of 0.50%	63.40 13.89 60.33 12.43
(b) Impact of changes in salaryincrease
Increase of 0.50%	65.07 14.44 62.07 12.98
Decrease of 0.50%	(61.05) (13.49) (58.34) (12.15)

92

==> picture [39 x 35] intentionally omitted <==

Notes to financial statements as at and for the year ended 31[st] March, 2024

xii) Maturity Profle of Defned Beneft Obligation	31.03.2024 31.03.2023
	gratuity earned Leave Gratuity Earned Leave
0 to 1 Year	268.98 45.75 128.42 30.68
1 Year to 2 Year	232.99 46.15 274.98 46.22
2 Year to 3 Year	145.73 25.28 138.38 21.06
3 Year to 4 Year	127.84 23.54 137.66 23.56
4 Year to 5 Year	119.63 18.28 114.37 19.08
5 Year to 6 Year	104.62 18.11 101.01 14.54
6 Year onwards	815.24 178.79 786.16 153.76

(b) Defined Contribution Plans

Amount recognized as an expense in the Note no. 33 & 36

	for theyear ended
	31.03.2024 31.03.2023
i) Employers Contribution to Provident Fund	530.90 462.73
ii) Employers Contribution to Superannuation	78.67 103.94

(xii) description on Risk exposure

• Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follows:-

• A) Salary Increases- Actual salary increases will increase the Plan’s liability. Increase in salary, increase rate assumption in future valuations will also increase the liability.

• B) Investment Risk – If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

• C) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan’s liability

• D) Mortality & disability – Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

• E) Withdrawals – Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

42. segMeNt RePORtiNg

The Company’s operation predominantly relates to Textiles. Hence primary reportable segment is textiles only. Further the geographical segment have been considered as secondary segment and bifurcated into Domestic & Export segments.

A. geographical segment

geographical segment
	(`in lac)
Particulars	for the year ended For the year ended
	31.03.2024 31.03.2023
	domestic export total Domestic Export Total
segments Revenue	29788.74 36856.36 66645.10 23359.82 23814.45 47174.27
	in india Outside india total In India Outside India Total
segment Assets (Based on location of the assets)	50420.12 10697.97 61118.09 48002.44 5299.74 53302.18
Capital Exp. Incurred during the year	2251.32 - 2251.32 16721.51 - 16721.51

• B. There are no non-current assets outside India.

• c. No Single customers represent 10% or more of total revenue during the year ended March 31, 2024 while during previous year revenue of ` 5057.66 lacs was made from one customer i.e.10.72% of entity’s revenue.

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

d. Revenue from Products and services

		(`in lac)
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Products	64687.59	45460.15
Services	1957.51	1714.12
total	66645.10	47174.27

43. ReLAted PARtY tRANsActiONs

List of related parties as per Ind AS 24

s.	No.	Name of Related Party	Nature of Relationship
A.	(i)	Aperson or a close member of thatperson’s family of a reporting entity has control orjoint control over the reporting entity
		Shri Arun Churiwal	Promoter,Chairman
		Shri Nivedan Churiwal	Promoter & ManagingDirector
	(ii)	Aperson or a close member of thatperson’s family of a reporting entity has signifcant infuence over the reporting entity
		Shri Arun Churiwal	Chairman
		Shri Nivedan Churiwal	ManagingDirector
		Shri Ravi Jhunjhunwala	Director
		Shri Shekhar Agarwal	Director
	(iii)	A person or a close member of that person’s family of a reporting entity is a member of the key Management Personnel of the
		reporting entity or of aparent of the reporting entity.
		Shri Arun Churiwal	Chairman
		Shri Nivedan Churiwal	ManagingDirector
		Shri Ravi Jhunjhunwala
		Shri Shekhar Agarwal
		Shri J.C. Laddha
		Shri Hemant Kamala Jalan (joiningas on 06/11/2023)
		Smt. Aarti B Aggarwal (joiningas on 06/11/2023)
		Shri Avinash Todi (joiningas on 06/11/2023)	Director
		Shri Kunal Jhunjhunwala (joiningas on 01/12/2023)
		Shri Sushil Jhunjhunwala (upto 31/03/2024)
		Shri Amar Nath Choudhary(upto 31/03/2024)
		Shri G.P. Singhal (upto 31/03/2024)
		Smt. Abhilasha Mimani (upto 31/03/2024)
		Shri Praveen Jain	Director (Operations) & CFO
		Shri Shubham Jain	CompanySecretary
B.	(i)	the entity and the reporting entity are members of the same group
		(which means that eachparent, subsidiary and fellow subsidiary is related to the others)
		N.A.
	(ii)	One entity is an associate or joint venture of the other entity
		(or an associate orjoint venture of a member of agroup of which the other entity is a member)
		N.A.
	(iii)	Associates and other entities arejoint ventures of the same third	party.
		N.A.
	(iv)	One entity is ajoint venture of a thirdparty and the other entity	is an associate of the third entity

94

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Notes to financial statements as at and for the year ended 31[st] March, 2024

	N.A.
(v)	The entity is a post-employment beneft plan for the beneft of employees of either the reporting entity or an entity related to
	the reporting entity.
	N.A.
(vi)	The entity is controlled orjointly controlled by aperson identifed in (A).
	RSWM Limited
	HEG Limited
	Maral Overseas Limited
	BMD Private Limited
	A.D. Hydro Power Limited
	Malana Power Limited
	Bhilwara EnergyLimited
	Sudiva Spinners Private Limited
	Arun Nivedan HUF
	Churiwal Properties & Investments Private Limited
	Nivedan Varenya HUF
**(vii) **	A person identifed in (A)(i) has signifcant infuence over the entity or is a member of the key management personnel of the
	entity (or of aparent of the entity).
	RSWM Limited

transaction with related parties

( ` in lac)

	(`in lac)
s. No. Particulars	for the year ended
	31.03.2024 31.03.2023
1) With the parties referred in A(i) above
Short term employee benefts	360.62 368.65
Post-employment benefts	49.41 44.55
Interest	11.54 5.83
Unsecured loan taken	100.00 150.00
Unsecured loan paid	100.00 -
Unsecured loan payable	150.00 150.00
2) With the parties referred in A (iii) above
Short term employee benefts	113.92 101.16
Post-employment benefts	16.42 16.03
Director Sitting Fees	8.80 9.30
3) With the parties referred in B (vi) &(vii) above
Purchases of Raw Material& fnished goods	2297.18 4989.74
Purchases of Store and Spares	- 1.21
Sales	168.30 115.61
Services Received	112.11 83.68
Services Rendered	1.05 0.09

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

( ` in lac)

	(`in lac)
s. No. Particulars	for the year ended
	31.03.2024 31.03.2023
Rent Paid	24.40 24.40
Interest Paid	204.09 122.49
Trade Payable	862.48 1828.77
Trade Receivables	5.06 12.88
Unsecured loan taken	200.00 150.00
Unsecured loanpaid	50.00 -
Unsecured loanpayable	300.00 150.00

terms & conditions of transactions with Related Parties:

The sales, purchase, services rendered to or from related parties, rent, interest and any other transactions are made on terms equivalent to those that prevail in arm’s length transaction.

44. fiNANciAL iNstRUMeNts

• (A) financial instruments by category

( ` in lac)

financial instruments by category	(`in lac)
Particulars	As at 31.03.2024 As at 31.03.2023
	Amortized cost fair Value through Oci total carrying/fair value Amortized Cost Fair Value Through OCI Total Carrying/fair value
Assets:
Cash and cash equivalents	8.41 - 8.41 13.41 - 13.41
Bank Balances other than above	28.83 - 28.83 37.87 - 37.87
Trade receivables	14359.45 - 14359.45 9753.28 - 9753.28
Loans	116.51 - 116.51 89.77 - 89.77
Other fnancial assets	498.21 - 498.21 392.68 0.55 393.23
total	15011.41 - 15011.41 10287.01 0.55 10287.56
Liabilities
Borrowings	43722.28 - 43722.28 34565.46 - 34565.46
Tradepayables	2496.33 - 2496.33 4636.09 - 4636.09
Other fnancial liabilities	3101.52 8.34 3109.86 3391.87 - 3391.87
total	49320.13 8.34 49311.79 42593.42 - 42593.42

(B) fair value hierarchy

Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 2 : directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 : Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31st March, 2024:

Particulars	fair Value Measurement	As at March 31, 2024	As at March 31,2023
Forward currencycontract	Level 2	(8.34)	0.55

Valuation technique used to determine fair Value

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or

96

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Notes to financial statements as at and for the year ended 31[st] March, 2024

paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values:

• 1) Fair value of cash and deposits, trade receivables, trade payables, and other current financial assets and liabilities measured at amortized cost is approximate to their carrying amounts largely due to the short-term maturities of these instruments. The fair value of other non-current financial assets and liabilities (security deposit taken/given and advance to employees) carried at amortized cost is approximately equal to fair value. Hence carrying value and fair value is taken same.

• 2) Long-term variable-rate borrowings measured at amortized cost are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values. Risk of other factors for the company is considered to be insignificant in valuation.

• 3) The fair values of the forward contract are determined using the forward exchange rate at the balance sheet date based on quotes from banks and financial institutions. Management has evaluated the credit and non-performance risks associated with its derivative counterparties and believe them to be insignificant and not warranting a credit adjustment.

(c) fiNANciAL Risk MANAgeMeNt OBJectiVes & POLicies

The Company's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The company’s activities expose it to a variety of financial risks: currency risk, interest rate risk, credit risk and liquidity risk. The company’s overall risk management strategy seeks to minimize adverse effects from the unpredictability of financial markets on the company’s financial performance. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management. The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Audit committee reviews and agrees policies for managing each of these risks.

(d) fOReigN cURReNcY Risk MANAgeMeNt

Foreign exchange risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in foreign exchange rate. The Company derives significant portion of its revenue in foreign currency, exposing it to fluctuations in currency movements. The Company has laid down a foreign exchange risk policy as per which senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts, hedging of exposures, etc.

The Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate foreign exchange related risk exposures. Derivative financial instruments relating to a firm commitment or a highly probable forecast transaction are marked to market at every reporting date. In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

The Following significant exchange rates have been applied at year end:-

The Following signifcant exchange rates have been applied at year end:-
Spot Rate (INR)	As at 31.03.2024	As at 31.03.2023
USD	83.40	82.17
EURO	89.90	89.47
GBP	105.11	101.73

interest Rate Risk Management

The company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by the company by maintaining an appropriate mix between fixed and floating rate borrowings. The company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

interest Rate sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability

97

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease represents management's assessment of the reasonably possible change in interest rates.

Other Price Risks

The company is not exposed to any instrument which has price risks.

credit Risk Management

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company's exposure to credit risk primarily arises from trade receivables, balances with banks, investments and security deposits. The credit risk on bank balances is limited because the counterparties are banks with good credit ratings.

- trade Receivables

Credit risk is managed through credit approvals, establishing credit limits, continuous monitoring of creditworthiness of customers to which the company grants credit terms in the normal course of business. The Company also assesses the financial reliability of customers taking into account the financial condition, current economic trends and historical bad debts and ageing of accounts receivables.

- cash & cash equivalent

With respect to credit risk arising from financial assets which comprise of cash and cash equivalents, the Company s risk exposure arises from the default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets at the reporting date. Since the counter party involved is a bank, Company considers the risks of non-performance by the counterparty as non-material.

Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's short, medium and long-term funding and liquidity management requirements.

Liquidity and interest risk tables

The following tables detail the company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the company may be required to pay.

Contractual maturities of significant financial liabilities as on 31st March, 2024

( ` in lac)

Particulars	Within 1year 1-2years 2-4years 4-9years total
Borrowings	28630.60 2733.15 4367.43 7991.10 43722.28
Trade Payables	2496.33 - - - 2496.33
Other-fnancial liabilities	3008.61 101.25 - - 3109.86

Contractual maturities of significant financial liabilities as on 31st March, 2023

					(`in lac)
Particulars	Within 1year	1-2years	2-4years	4-9years	Total
Borrowings	18638.33	2150.01	4545.82	9231.30	34565.46
Trade Payables	4636.09	-	-	-	4636.09
Other-fnancial liabilities	3286.55	105.32	-	-	3391.87

fOReigN cURReNcY eXPOsURe

(a) The Company hedges its export realizations and import payables through Foreign Exchange Hedge Contracts in the normal course of business so as to reduce the risk of exchange fluctuations. No Foreign Exchange Hedge Contracts are taken /used for trading or speculative purpose.

98

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Notes to financial statements as at and for the year ended 31[st] March, 2024

• (b) The Company has following gross forward contract exposure outstanding as on balance sheet date which have been designated as cash flow hedge to its exposure to movements in foreign exchange rates :

forward contracts	No of Outstanding contracts Amount in fc carrying Value (iNR) Weighted Average strike Price/rate
	31.03.24 31.03.23 31.03.24 31.03.23 31.03.24 31.03.23 31.03.24 31.03.23
Sell –USD	19 26 46.44 53.42 (8.34) 0.55 83.48 82.66

(c) The periods during which the cash hedges are expected to occur and affect the statement of Profit & Loss are disclosed as under:-

sr. No. Particulars	fair Value in Booking currency (in lac)
	for theyear ended
	31.03.2024 31.03.2023
	sell Usd Sell USD
1 Quarter ending June 30, 2024	23.46 28.55
2 Quarter endingSeptember 30,2024	22.98 24.87
3 Quarter endingDecember 31,2024	- -
total	46.44 53.42

(d) The movement in OCI for forward contract designated as cash flow hedge is as follows:

( ` in lac)

	(`in lac)
Particulars	for theyear ended
	31.03.2024 31.03.2023
Balance at the beginning of the year	5.67 (0.88)
Additions on account of Changes in the fair value of effective portion cash fow hedge	(5.13) 6.55
Balance at the end of theyear	0.54 5.67

(e) Un-Hedged Foreign Currency Exposure:

Un-Hedged Foreign Currency Exposure:
	(`in lac)
Particular	As at
	31.03.2024 (fc in lac) 31.03.2023 (FC in lac) 31.03.2024 (**)**<br>31.03.2023<br>()
(a) Trade Receivables EURO GBP	0.53 0.14 3.70 0.08 47.42 5.00 330.65 7.88
(b) Trade Payables USD	1.69 1.75 140.56 144.07
(c) Commission Payable USD EURO	5.95 0.23 4.78 0.31 496.67 20.59 393.02 28.02

(f) Outstanding letter of credit

		(`in lac)
Particular		As at
		31.03.2024 (fc in lac) 31.03.2023 (FC in lac) 31.03.2024 (**)**<br>31.03.2023<br>()
Raw Material	USD	3.96 3.94 332.83 330.08
	EURO	- 0.21 - 18.40

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Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

45. cAPitAL MANAgeMeNt

The company manages its capital to ensure that the entities in the Company will be able to continue as going concern while maximizing the return to shareholders and also complying with the ratios stipulated in the loan agreements through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings as detailed in note 18 and 23) offset by cash and cash equivalents as detailed in note 10 and total equity of the Company. The company is not subject to any externally imposed capital requirements.

gearing Ratio

The gearing ratio at the end of the reporting period is as follows:

	(`in lac)
Particulars	As at
	31.03.2024 31.03.2023
(a) Borrowings	43722.28 34565.46
(b) Cash & Cash Equivalents	8.41 13.41
(c) Net debt (a-b)	43713.87 34552.05
(d) Total Equity	11268.36 10407.07
(e) capital and Net debt (c+d)	54982.23 44959.12
(f) GearingRatio (c/e)	79.51% 76.85%

46. LiABiLities ANd cOMMitMeNts

( ` in lac)

	(`in lac)
s. No. Particulars	for theyear ended
	31.03.2024 31.03.2023
(i) contingent Liabilities
(a) Guaranteesgiven bythe Company’s Bankers	142.52 38.80
(ii) commitments
(a) Estimated value of contracts remainingto be executed on Capital Accounts	49.05 160.74
(b) Estimated Value of Export obligation under EPCG Scheme	1655.50 11744.30

47. PAYMeNt tO AUditORs iN OtHeR cAPAcitY

PAYMeNt tO AUditORs iN OtHeR cAPAcitY
	(`in lac)
s. No. Particulars	for theyear ended
	31.03.2024 31.03.2023
(i) Tax Audit	1.00 1.00
(ii) GST Audit	1.50 1.50
(iii) Limited Review Report	0.77 0.68
(iv) Certifcation and otherprofessional fees	1.23 0.52
(v) Reimbursement of Expenses	1.00 0.90
total	5.50 4.60

48. During the year the company has taken term loan of 1222.53 Lac for its capex plan of 2MW Solar power plant of 670 lacs and balance disbursement of 552.53 against Cotton spinning plant and the vehicle loan of 45.50 lacs for purchases of vehicles. All these loans are utilized for the same purpose for which these are taken.

49. Additional Regulatory information

a. Title deeds of immovable property not held in name of the company

Bhilwara Processors Limited is amalgamated with the company w.e.f. 01.04.2009; however Leasehold Land of ` 143.46 lacs of amalgamated company is under name transfer process with state government authorities.

100

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Notes to financial statements as at and for the year ended 31[st] March, 2024

• b. No proceeding has been initiated or pending against the company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

• c. The company has borrowing of 23603.51 Lacs (P.Y. 14177.07 Lacs) from banks on the basis of security of current assets. All the quarterly return and statements of current assets filled by the company during the year with banks are in agreement with the books of accounts.

• d. The Company has not been declared willful defaulter by any bank or lender during the year.

• e. The company has not made any transactions during the year with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

• f. RAtiOs:

**s. NO. **	RAtiOs	fORMULA	for theyear ended	for theyear ended	**%age change **	Remarks
			31.03.2024	31.03.2023
1	Current Ratio	Current Assets / Current	1.11	1.14	-2.63%	-
		Liabilities
2	Debt-Equity Ratio	Total Debt /Shareholders	3.88	3.32	16.87%	-
		Equity
3	Debt Service Coverage	Earnings available for debt	1.37	1.53	-10.46%	-
	Ratio	services/Debts services
4	Return on Equity Ratio	Proft After Tax / Average	10.36%	17.49%	-40.77%	Refer note (i)
		Share Holder Equity
5	Inventoryturnover ratio	Turnover / Average Inventory	3.37	2.89	16.61%	-
6	Trade Receivables turnover	Turnover / Average	5.53	5.05	9.50%	-
	ratio	Receivables
7	Trade payables turnover	Purchases / Average Payables	12.33	6.73	83.21%	Refer note (ii)
	ratio
8	Net capital turnover ratio	Net Sales / WorkingCapital	17.02	12.47	36.49%	Refer note(iii)
9	Netproft ratio	Proft After Tax / Turnover	1.69%	3.58%	-52.79%	Refer note(i)
10	Return on Capital	Earnings Before Interest and	8.53%	9.08%	-6.06%	-
	employed	Tax / Capital Employed
11	Return on investment	(Market Value Closing –	-	-	-	-
		Opening ) / Market Value
		Opening

Remarks for more than 25% changes in ratios of fY 2023-24 as compared to fY 2022-23:-

• i) Profit for the year is lower because of higher finance cost and higher depreciation expenses due to cotton spinning project and other capex plans of the company.

• ii) During the year, Purchases of the company has increased due to new cotton spinning project. However the Company has paid sundry creditors out of short term borrowed fund & retain earnings and kept the sundry creditors at lower level than previous year. Thus the same has resulted higher trade payables turnover ratio.

• iii) During the year, turnover of the company has increased due to new cotton spinning project. However the Company has managed its working capital at almost same level in compare to previous year. Thus the same has resulted higher net capital turnover ratio.

• g. The company has not advanced or loaned or invested funds to any other person or entity including foreign entity during the year with the understanding that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiary) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.

• h. The company has not received any fund from any persons or entity including foreign entity (funding party) during the year with the understanding that the company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

• i. The company has not surrendered or disclosed any transaction not recorded in the books of accounts as income during the year in the tax assessment under the Income Tax Act, 1961.

101

Annual Report 2023-2024

Notes to financial statements as at and for the year ended 31[st] March, 2024

j. CSR Expenditure – The Company has made CSR expenditure of ` 26.71 lacs during the year. Details of the same areas under:-

R Exp	enditure – The Company has made CSR expenditure of`26.71 la	cs during the year. Detail	s of the same areas under:-
i)	Amount require to be spent -`26.51 lacs
ii)	Amount of expenditure incurred -`26.71 lacs
iii)	Shortfall at the end of the year - NIL
iv)	Total of previous years shortfall – NIL
v)	Reasons for shortfall – N.A.
vi)	Nature of CSR Activities –
			(`in lac)
s.	CSR Project or activity Identifed	schedule Vii clause	for the year for the year
No.			2023-24 2022-23
1	Relating to eradicating hunger, poverty and malnutrition,	Clause I of Schedule	1.00 0.29
	promoting health care including preventive health care and	VII of the Companies
	sanitation including contribution to the Swach Bharat Kosh set-up	Act, 2013
	by the Central Government for the promotion of sanitation and
	makingavailable safe drinkingwater;
2	Relating to promoting education, including special education	Clause II of Schedule	13.71 8.50
	and employment enhancing vocation skills especially among	VII of the Companies
	children, women, elderly, and the differently abled and livelihood	Act, 2013
	enhancementprojects;
3	Relating to promoting gender equality, empowering women,	Clause III of Schedule	1.00 -
	setting up homes and hostels for women and orphans; setting	VII of the Companies
	up old age homes, day care centres and such other facilities for	Act, 2013
	senior citizens and measures for reducing inequalities faced by
	sociallyand economicallybackwardgroups;
4	Relating to ensuring environmental sustainability, ecological	Clause IV of Schedule	10.75 0.42
	balance, protection of fora and fauna, animal welfare,	VII of the Companies
	agroforestry, conservation of natural resources and maintaining	Act, 2013
	quality of soil, air and water including contribution to the Clean
	Ganga Fund setup by the Central Government for rejuvenation
	of river Ganga;
5	Relating to training to promote rural sports, nationally recognized	Clause VII of Schedule	0.25 -
	sports, Paralympic sports and Olympics sports;	VII of the Companies
		Act,2013
	tOtAL		26.71 11.21

k. The company has not made any transaction in crypto currency or virtual currency during the year.

51. APPROVAL Of fiNANciAL stAteMeNts

The financial statements of the Company for the year ended 31st March, 2024 are approved for issue by the Company’s Board of Directors on 20th May, 2024.

As per our Report of even date

for ssMs & Associates. Chartered Accountants Firm Regd. No.: 019351C

(sAtisH sOMANi) Partner Membership No.076241

for and on behalf of the Board

• 1) ARUN cHURiWAL Chairman DIN: 00001718

• 2) NiVedAN cHURiWAL Managing Director DIN: 00001749 Place: Kolkata (W.B.)

• 3) PRAVeeN JAiN Director (Operations) & CFO DIN: 09196198

• 4) sHUBHAM JAiN Company Secretary Membership No. : A49973 Place: Bhilwara (Raj.)

Place: Bhilwara (Raj.) Date: 20[th] May, 2024 UdiN : 24076241BKGYXW2700

102

OtHeR iNfORMAtiONs

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table 1: iNstALLed cAPAcitY

Particulars	As at
	31.03.2024 31.03.2023
Looms	178 178
Cotton Spinning Spindles	29184 29184
Sythetic Spinning Spindles	20544 20544
Worsted Spinning Spindles	8768 8768
Vortex Spinning Rotors	400 400
Fabrics Processing (Mtrs. In Lac)	288 288
Top, Fibre & Yarn Dyeing (MT)	2352 2352

table 2: sALes,PROdUctiON & stOcks

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Particulars Production Purchase Opening stock closing stock sale / transfer
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
A. Own Manufacturing
i) fabrics
Qty.- Lac Mtrs. 149.77 180.01 30.76 17.79 50.85 35.97 44.43 50.85 186.95 182.92
Value - Lac - - 1008.42 1112.93 9208.81 6851.48 8888.66 9208.81 33782.77 35347.15<br>ii) PV Yarn<br>Qty. - Lac Kgs. 39.76 36.57 1.22 1.88 2.34 0.58 2.41 2.34 40.91 36.69<br>Value - Lac - - 85.34 170.29 589.99 154.91 742.73 589.99 9845.30 9970.67
iii) Worsted Yarn
Qty. - Lac Kgs. 4.97 5.83 0.09 - 0.10 0.12 0.23 0.10 4.93 5.85
Value - Lac - - 4.96 - 99.80 127.52 436.73 99.80 6596.21 7379.87<br>iv) Vortex Yarn<br>Qty.- Lac Kgs. 13.95 13.13 - 1.35 1.03 0.59 0.82 1.03 14.16 14.04<br>Value - Lac - - - 355.09 266.91 146.26 194.83 266.91 2845.16 3217.29
iv) cotton Yarn
Qty.- Lac Kgs. 76.25 2.67 0.45 - 2.16 - 0.40 2.16 78.46 0.51
Value - Lac - - 125.51 - 545.00 - 253.37 545.00 20881.29 140.33<br>v) garments<br>Qty.- Lac Nos. 0.00 0.02 - 0.00 0.05 0.15 0.04 0.05 0.01 0.12<br>Value - Lac - - - 1.04 7.98 28.05 6.01 7.98 10.33 39.48
vi) Power
Qty.- Lac units - 38.37 27.05 - - - - - 27.05 38.37
Value - Lac - - 106.04 - - - - - 106.04 202.25<br>vii) Others<br>Value - Lac - - 7.49 3.97 2.02 1.20 1.95 2.02 8.04 8.62
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103

Annual Report 2023-2024

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Particulars Production Purchase Opening stock closing stock sale / transfer
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
B. Job work
i) fabric Processing
Qty.- Lac Mtrs. 270.09 290.00 - - 4.58 2.90 4.31 4.58 270.36 288.32
Value - Lac - - - - 55.71 41.48 49.51 55.71 5591.54 5744.43<br>ii) dyeing charges<br>Qty.- Lac Kgs. 15.88 18.84 - - 0.39 0.35 0.40 0.39 15.87 18.80<br>Value - Lac - - - - 13.36 12.73 15.37 13.36 619.79 784.36
NOte:-
sale/ transfer include inter division transfer for captive consumption :
i) PV Yarn
Qty. - Lac Kgs. 30.19 24.64
Value - Lac 7838.71 7412.83<br>ii) Worsted Yarn<br>Qty. - Lac Kgs. 2.33 3.56<br> Value - Lac 2446.43 3536.44
iii) Vortex Yarn
Qty. - Lac Kgs. - 0.01
Value - Lac - 2.01<br>iv) Cotton Yarn<br>Qty. - Lac Kgs. 0.27 -<br>Value - Lac 80.89 -
v) Power CPP
Qty. - Lac Kgs. - 13.02
Value - Lac - 102.87<br>inter - division job charges :<br>i) Fabrics Processing<br> Qty.- Lac Mtrs. 167.19 184.39<br> Value - Lac 3660.79 4060.02
ii) Dyeing Charges
Qty. - Lac Kgs. 15.47 18.70
Value - Lac ` 593.03 754.65
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104

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tABLe 3 : LONg teRM LOANs, ReceiPts ANd RePAYMeNts

( ` in lac)

	(`in lac)
LOANs fROM	tOtAL LOANs tOtAL RePAYMeNts OUtstANdiNg
	Till New Loans total Till Repayment total As at
	31.03.2023 2023-24 31.03.2024 31.03.2023 2023-24 31.03.2024 31.03.2024
State Bank of India	1888.01 - 1888.01 1381.81 368.00 1749.81 138.20
Export Import Bank of India	1275.00 - 1275.00 - 60.71 60.71 1214.29
Indian Bank I	6443.96 81.04 6525.00 - - - 6525.00
Indian Bank II	2228.51 471.49 2700.00 - - - 2700.00
Bank of Maharastra	4500.00 - 4500.00 - 1.12 1.12 4498.88
Canara Bank	- 670.00 670.00 - - - 670.00
PNB (GECL - 2.0 WCTL)	1002.00 - 1002.00 313.14 250.53 563.67 438.33
IDBI (GECL - 2.0 WCTL)	510.00 - 510.00 148.75 127.50 276.25 233.75
SBI (GECL - 2.0 WCTL)	1438.00 - 1438.00 407.47 367.15 774.62 663.38
grand total	19285.48 1222.53 20508.01 2251.17 1175.01 3426.18 17081.83

tABLe 4 : RetURN Of Net WORtH

( ` in lac)

tABLe 4 : RetURN Of Net WORtH				(`in lac)
Year ended	31st March 31st March	31st March	31st March	31st March
	2024 2023	2022	2021	2020
Net Worth	11268.36 10407.07	8930.24	7827.84	7504.72
Pre-tax Proft (Loss)	1493.24 2255.75	1598.41	123.05	(86.57)
Ratio%	13.25 21.68	17.90	1.57	(1.15)
tABLe 5 : RetURN ON tURNOVeR				(`in lac)
Year ended	31st March 31st March	31st March	31st March	31st March
	2024 2023	2022	2021	2020
Sales	66645.10 47174.27	43583.57	32142.49	39004.41
Pre-depreciation Proft	3318.73 3557.20	2750.11	1339.88	1220.04
Ratio %	4.98 7.54	6.31	4.17	3.13

105

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BSL LIMITED

Registered Office: Post Box No. 16-17, Mandpam, Bhilwara – 311 001 (Rajasthan) Corporate office: Bhilwara Towers, A-12, Sector – 1, Noida – 201301 (U.P.) Website: www.bslltd.com / www.lnjbhilwara.com