Your Directors are pleased to present their 50^th Report together with the Audited Financial Statements of the Company for the
Financial Year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS (STANDALONE)

The summary of financial performance of the Company for the year ended 31^st March, 2026 is furnished hereunder: -

(Rs. in Lakhs except EPS)

OPERATIONS AND STATE OF AFFAIRS

During the year under review, production of yarn was 263 Lakhs
kilograms as against 284 Lakhs kilograms in the previous year.
Production of fabrics was 288 Lakhs meters as against 312
Lakhs meters in previous year, Production of garments stood
at 36.72 Lakhs pieces as compared to 34.69 Lakhs pieces in
previous year.

Your Company recorded revenue from operations Rs. 135,578
Lakhs as against revenue from operation Rs. 129,170 Lakhs in
the previous year.

During the year under review, the export turnover of the
Company has increased from Rs. 56,948 Lakhs in last year
2024-25 to Rs. 63,151 Lakhs during the year under review. The
share of export turnover in the net income for the year 2025-26,
has been 47% (previous year 44%) of the total turnover.

The profit before interest, depreciation and tax (PBIDT) of
the Company increased to Rs. 13,467 Lakhs from Rs. 11,721
Lakhs recorded in previous year.

The profit before depreciation and tax (PBDT) also increased
to Rs. 9,212 Lakhs from Rs. 7,762 Lakhs in the previous year.

The Company earned Net Profit of Rs. 2,613 Lakhs as against
Rs. 2707 Lakhs in previous year.

The basic and diluted EPS for the year 2025-26 works out to
Rs. 8.30 as against Rs. 6.25 for the year 2024-25.

Your Company has charged depreciation on property, plant and
equipment as per the provisions of Schedule of the Companies
Act, 2013 (the Act).

The Company has prepared its Financial Statements as per
applicable provisions of IND-AS (Indian Accounting Standards)
for the year 2025-26.

DETAILS OF MATERIAL CHANGES FROM THE END OF
THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material changes and commitments,
affecting the financial position of the Company between the
end of the financial year and date of this report.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company
during the year under review.

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 1/- per
equity share of Rs. 5/- each i.e. 20% (previous year Re. 1/- per
equity share of Rs. 5/- each) for the financial year 2025-26. The
total dividend payout on equity shares for the year, if approved
by the Shareholders, will be Rs. 342 Lakhs (previous year Rs.
342 Lakhs).

The Company has transferred the amount of unclaimed
dividends up to the year 2017-18 to the Investors Education
and Protection Fund (IEPF).

TRANSFER TO RESERVES

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

SHARE CAPITAL

There has been no change in share capital of the Company
during the year 2025-26. The paid-up equity share capital as
on 31^st March, 2026 was Rs. 171,160,420 (Rupees Seventeen
Crore Eleven Lakh Sixty Thousand Four Hundred and Twenty)
divided into 34,232,084 equity shares of Rs. 5/- each.

EXPANSION, DIVERSIFICATION AND MODERNIZATION

During the year under review, the Company invested Rs. 8,849
Lakhs (previous year Rs. 14,694 Lakhs) for modernization of
its production capacities. The capital-work-in-progress at Rs.
3,016 Lakhs (previous year Rs. 1,953 Lakhs) and advances
to capital goods suppliers aggregated Rs. 1,535 Lakhs
(previous year Rs. 1,753 Lakhs) at the end of the period.

The total production capacity of the Company as at 31^st March,
2026 for yarn is 1,36,080 ring spindles, 19,200 spindles for
worsted yarn spinning and 160 Air Jet spindles (Ringframe
spindles 1600), 463 shuttle less looms including 32 Air Jet
jacquard looms, 9 stenters with processing capacity of 3.0
million meters per month and manufacturing capacity of 4.08
Lakhs pieces of garments per month.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

Subsidiary

The Company has a wholly-owned subsidiary company
Banswara Brands Private Limited (BBPL) and during the year,
the Company invested Rs. 350 Lakhs in the equity shares of
wholly-owned subsidiary Company. The paid-up capital of
BBPL as on 31^st March, 2026 is Rs. 950 Lakhs.

During the year under review, total income of BBPL was Rs.140
Lakhs and Net Loss after Tax was Rs. 246 Lakhs.

Associates

The Company has no Associate company during the year.
Joint Venture

The Company has one Joint Venture company viz. Tesca
Textiles & Seat Components (India) Private Limited. Your
Company continues to holds 40.64% of the paid-up share
capital of Joint Venture company Tesca Textiles and Seat
Components (India) Private Ltd. Out of the balance 59.36% of
the share capital, 50.79% is held by TESCA Group, France and
8.57% by Kolon Glotech India Private limited.

During the year under review, the production of Laminated
Fabric (Including Vinyl fabrics) has increased from 28.24 Lakhs
Mtrs in 2024-25 to 36.70 Lakhs Mtrs in 2025-26 by 29.96%. The
company also produced 16.38 Lakhs Pcs of Embossing Panel
in 2025-26 as against 15.34 Lakhs Pcs. in 2024-25 which
depicts an increase of 6.78%.

The total revenue of the Joint Venture Company stood at Rs.
10,919 Lakhs as against Rs. 7,972 Lakhs in the financial year
2024-25, which shows an increase of 36.96%.

In terms of sub-section (3) of Section 129 of the Act, the
Company has prepared Consolidated Financial statements of
the Company, which forms part of the Annual Report. Further,
a statement containing salient features of the Financial
Statements of the Subsidiary and Joint Venture company is set
out in the prescribed form AOC-1 (Part 'A'- Subsidiaries & Part
'B'- Associates and Joint Ventures) is annexed as Annexure-I,
which forms part of this Report.

The Company has framed a policy for determining Material
Subsidiaries, which has been uploaded on the Company’s website at

www.banswarasvntex.com/wp-content/uploads/2025/05/MAT
SUB POLICY MAY25.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its
subsidiaries, associates and joint ventures prepared in accordance
with the Act and applicable Indian Accounting Standards along with
all relevant documents and the Auditors’ Report form part of this
Annual Report. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies, associates and joint ventures.

In terms of Section 136 of the Act, the audited financial
statement of each of the subsidiaries is placed on the website
of the Company at weblink: https://www.banswarasvntex.
com/financial-results/

THERMAL POWER PLANT

Your Company has two captive Thermal Power Plants with a
total of 33 Mega Watt capacity and both units of the Captive
Thermal Power Plant (33 MW) are working satisfactorily.
During the year, Your Company met its requirements of coal
from domestic sources as well as through imports.

FINANCE

During the year under review, your Company obtained
disbursements of loans aggregating Rs. 5,906.28 Lakhs for
acquisition of fixed assets from various Banks. The Company
has repaid term loans aggregating to Rs. 5,875 Lakhs during
the year 2025-26.

The Company’s bankers are providing need-based working capital
assistance after review of its requirements from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the SEBI Listing
Regulations) is annexed to this Report as Annexure-II, which
forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions
of Corporate Governance requirements as stipulated under
the SEBI Listing Regulations. A separate report on Corporate
Governance along with the requisite certificate from a
Practicing Company Secretary regarding compliance of the
conditions of Corporate Governance is annexed to this Report
as Annexure-III, which forms part of this Report.

FIXED DEPOSITS

As per provisions of the Act, the Company accepts fixed
deposits from members of the Company as approved by
the Shareholders in their meeting held on 27^th August, 2016.
During the year under review, the Company accepted deposits
aggregating Rs. 327 Lakhs, made repayments of Rs. 271 Lakhs
and had outstanding deposits aggregating Rs. 1,803 Lakhs as

on 31^st March, 2026 as against the Deposits of Rs. 1,747 Lakhs
at the beginning of the year. The Company paid interest on
deposits amounting to Rs. 154.79 Lakhs during the year. The
maximum deposit held during the year was Rs. 1,875 Lakhs.
There has been no default in repayment of deposits or payment
of interest thereon. No deposit was unclaimed or matured
but not paid as on 31^st March, 2026. The Company has duly
complied with the provisions of the Companies (Acceptance of
Deposits) Rules, 2014.

The Company has obtained Credit Rating for Fixed Deposits from
India Ratings and Research Limited and also opened the Fixed
Deposits Repayment Reserve Account with a scheduled bank for
fixed deposits maturing during the financial year 2026-27.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under Corporate Social Responsibility,
the Company has framed Corporate Social Responsibility
Policy (CSR Policy) in terms of which, the Company has
undertaken projects in the areas of promoting education,
including special education, and employment enhancing
vocational skills especially among children, women, elderly,
and the specially able and livelihood enhancement projects;
Eradicating hunger, poverty and malnutrition, (promoting
health-care including preventive health cure) and sanitation;
Ensuring environmental sustainability, ecological balance,
protection of flora and fauna, animal welfare, agro forestry,
conservation of natural resources and maintaining quality of
soil, air and water; Training to promote rural sports, nationally
recognized sports, Paralympics sports and Olympic sports etc.

During FY 2025-26, the Company's CSR obligation, calculated
as 2% of the average net profit of the preceding three financial
years, was Rs. 161.05 Lakhs. The Company has spent
Rs.167.58 Lakhs on CSR activities during the year

These projects are in accordance with Schedule VII of the
Act. As required under Section 134(3)(o) and Rule 9 of the
Companies (Corporate Social Responsibility Policy) Rules,
2014, the Annual Report on CSR activities is annexed as
Annexure - IV, which forms part of this Report.

The Company's CSR policy is available on the Company's web
link at www.banswarasvntex.com/wp-content/uploads/2021/08/
CSR Policy.pdf

RISK MANAGEMENT

According to Regulation 17(9) of the SEBI Listing Regulations,
the Company has laid down a risk management framework to
inform the Board about the risk assessment and minimization
procedures undertaken by the Company. The risk management
framework is designed to identify, evaluate and assess
business risks and their impact on Company's business. The
risk assessment and minimization procedures are reviewed by
the Board periodically to ensure that executive management
controls risk through the mechanism of a properly defined
framework. The framework is aimed at creating and protecting
stakeholders' value by minimizing threats and losses besides
identifying and maximizing opportunities.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS
ADEQUACY

The Company has an adequate Internal Financial Control
System commensurate with the size, scale and complexity of its
operations to maintain the objectivity and independence of the
audit. The Chief Internal Auditor reports to the Audit Committee
of the Board. During the year, the Internal Financial Control
System and its adequacy have been reviewed by M/s. Ankit
Maheshwari & Associates, a firm of Chartered Accountants.

The Audit Committee of the Board actively reviews, every quarter,
the adequacy and effectiveness of the internal control systems
and suggests improvements necessary to strengthen the same.
The Company has a Management Information System which is
an integral part of the financial control mechanism.

The Internal Audit Department monitors and evaluates the efficacy
and adequacy of internal financial control system in the Company,
its compliance with the operating norms/parameters, accounting
procedures and policies for safeguarding of its assets, prevention and
detection of frauds, errors in reporting mechanisms, accuracy and
completeness of the accounting records and timely preparation of
accurate and reliable financial disclosures about the Company. Based
on the reports of the internal auditors, the process owners undertake
corrective actions in their respective areas and thereby ensure
compliances of major observations / suggestion of internal auditors
and action taken thereon is regularly reported to Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy
to deal with instance of fraud and mismanagement, if any, and
violation of the Company's code of conduct or ethics policy.
It also provides adequate safeguards against victimization of
persons, who use such mechanism and provides for direct
access to the Chairperson of the Audit Committee in appropriate
or exceptional cases. None of the employees of the Company
has been denied access to the Audit Committee.

Mr. Shaleen Toshniwal, Managing Director of the Company,
has been designated as Vigilance and Ethics Officer for various
matters related to Vigil Mechanism. The said policy is available
on the Company's website athttps://www.banswarasvntex.com/
wp-content/uploads/2026/04/VigilMech WhBlw Policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted policy on Prevention, Prohibition
and Redressal of Sexual Harassment at workplace as per the
requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (the POSH
Act) and Rules framed thereunder.

An Internal Complaints Committee has been set up in
compliance with the POSH Act. During the year under review,
no complaints were received by the Company.

DECLARATION UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions of the Maternity
Benefit Act, 1961 read with Rules thereunder at all its locations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 (eight) members, of which
4 (four) are Independent Directors and one-woman Director as
of the date of this report.

During the year w.e.f. 7^th August, 2025, designation of Mr.
Ravindrakumar Toshniwal was changed from Managing Director
to Vice Chairman and he shall be liable to retire by rotation.
Similarly, w.e.f. 7^th August, 2025, designation of Mr. Shaleen
Toshniwal was changed from Joint Managing Director to Managing
Director and he shall not be liable to retire by rotation. All other
terms and conditions of their appointment and remuneration as
approved by the Shareholders, remained unchanged.

Director Retirement by rotation:

As per the provisions of Section 152(6) of the Act read with the
Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. Ravindrakumar Toshniwal, Vice Chairman and Whole-

time Director of the Company (DIN: 00106789), is liable to retire
by rotation at the ensuing Annual General Meeting and, being
eligible, has offered himself for re-appointment. The Board
recommends his re-appointment as Director of the Company.

A brief profile of Mr. Ravindrakumar Toshniwal 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 50^th AGM of your Company.

Appointment / Re-appointment of Whole-time Director

During the financial year no such appointment was made
by the Board of Directors of the Company. However, the re¬
appointment of existing Whole-time Directors, i.e., Mr. Rakesh
Mehra, Mr. Ravindrakumar Toshniwal, and Mr. Shaleen
Toshniwal, has been recommended to the Members for
approval at the 50^th Annual General Meeting (AGM).

Appointment of Non-Executive Independent Director

During the financial year no such appointment was made by
the Board of Directors of the Company.

The Board of Directors at their meeting held on 19^th May, 2026
have appointed Mr. Udeypaul Singh Gill (DIN: 00004340),
as an Additional Director in the category of Non-Executive
Independent Director of the Company for 1^st term of 5 (five)
consecutive years from 20^th May, 2026 to 19^th May, 2031 (both
days inclusive), not liable to retire by rotation.

Key Managerial Personnel

The following persons are/were the Key Managerial Personnel
(KMP) of the Company pursuant to Sections 2(51) and 203 of
the Act read with the Rules framed thereunder:

i. Mr. Rakesh Mehra, Chairman and Whole-time Director;

ii. Mr. Ravindrakumar Toshniwal, Vice-Chairman and Whole¬
time Director;

iii. Mr. Shaleen Toshniwal, Managing Director;

iv. Mrs. Kavita Soni, Whole-time Director;

v. Ms. Kavita Gandhi, Chief Financial Officer;

vi. Mr. Ketan Kumar Dave, Company Secretary (till 19^th May, 2026)

Declaration of Independent Directors

All Independent Directors have furnished declarations to the
effect that they meet the criteria of independence as laid down
in Section 149(6) of the Act and Regulation 16 of the SEBI
Listing Regulations and have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act and
that they are not disqualified to become directors under the
Act. There has been no change in the circumstances affecting
their status as Independent Directors of the Company. All
the Independent Directors have registered themselves in the
Independent Directors Database as managed by the Indian
Institute of Corporate Affairs.

The Board of Directors is of the opinion that all the Independent
Directors of the Company hold highest standards of integrity
and possess requisite expertise and experience required to
fulfill their duties as Independent Directors and that all the
Independent Directors fulfill the conditions specified in the SEBI
Listing Regulations and are Independent of the management.

Performance Evaluation

Pursuant to the provisions of Sections 134(3)(p), 178(2) of the
Act and SEBI Listing Regulations, the Board has adopted a
procedure for formal performance evaluation of the Board, its

Committees and Individual Directors including the Chairman
and Executive Directors. The exercise was carried out during
the year through a structured evaluation process starting with
a questionnaire sent to all Directors covering all aspects of the
working of the Board, its Committees and individual directors
followed by deliberations as in the following paragraph.

Separate exercises were carried out to evaluate the
performance of Non-Independent Directors, comprising the
Chairman and Whole-time Directors, on specific parameters
such as attendance, contribution in Board and Committee
meetings, independent judgment, safeguarding the interest
of shareholders etc. in the specifically convened meeting
of Independent Directors. Nomination and Remuneration
Committee evaluated the performance of individual Directors
including Independent Directors before consideration by
the Board. The Chairpersons of the respective Committees
briefed the Board about the process and the actual evaluation
based on the feedback from their respective members. The
Board expressed their satisfaction on the implementation of
evaluation process and the results thereof.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination
and Remuneration Committee, framed the Nomination and
Remuneration Policy for appointment of Directors, Key
Managerial personnel and Senior Management Personnel as
also their remuneration and performance evaluations. The
said Policy is explained in the Corporate Governance Report
and also available on the Company's website athttps://www.
banswarasvntex.com/wp-content/uploads/2025/04/NR
Policy 2024.pdf

Familiarization Program of the Independent Directors

The Company provides opportunities for its directors to
familiarize themselves with its operations, management and
values. Senior management, including the Managing Director &
CEO, offers overviews and briefings to ensure directors are well-
informed about company operations, values and commitments.
This program enables directors to effectively contribute to the
organization's growth and success. Quarterly Board Meetings
feature presentations covering industry outlook, competition
updates, company overviews, operations and financial highlights,
regulatory updates, and internal control over financial reporting.
These updates not only keep Directors informed but also offer
opportunities for interaction with Management.

Details of familiarisation programs imparted during the financial
year are in accordance with the requirements of the Listing
Regulations. Five Familiarization programs for the Independent
Directors were conducted during the year 2025-26, the details
of which are hosted on the website of the Company athttps://
www.banswarasyntex.com/wp-content/uploads/2026/04/FAM
Program ID 202526.pdf

RELATED PARTY TRANSACTIONS

None of the transactions with related parties are material in
nature or falls under the scope of Section 188(1) of the Act.
The information on transactions with related parties pursuant
to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form No. AOC-2 does
not apply to the Company for the FY 2025-26 and hence the
same is not provided. The details of the transactions with
related parties during FY 2025-26 are provided at Note No. 47
of the accompanying standalone financial statements.

There have been no materially significant related party
transactions between the Company and its subsidiaries,

Directors, KMPs, or the relatives of Directors and KMPs.

The Company has ensured compliance with the applicable
provisions of the Act and the SEBI Listing Regulations.

The revised policy on Related Party Transactions as approved
by the Board is available on the Company's website at www.
banswarasyntex.com/wp-content/uploads/2025/04/REL PTY
TRN POLICY FINAL.pdf

NUMBER OF THE BOARD MEETINGS

During the year under review, four meetings of the Board of
Directors were held on 15^th May, 2025, 6^th August, 2025, 10^th
November, 2025 and 10^th February, 2026.

Details of the composition of the Board and its Committees,
number of meetings held and attendance of Directors at such
meeting are provided in the Corporate Governance Report,
which forms part of this Report.

INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, Independent Directors of the Company are
required to hold at least one Meeting in a financial year without
the attendance of Non-Independent Directors and Members of
management.

During the year under review, Independent Directors met
separately on 15^th May, 2025 inter-alia, for

Ý Evaluation of performance of Non-Independent Directors
and the Board of Directors of the Company as a whole.

Ý Evaluation of performance of the Chairman of the
Company, taking into views of Executive and Non¬
Executive Directors.

Ý Evaluation of the quality, content and timeliness of flow of
information between the management and the Board that
is necessary for the Board to effectively and reasonably
perform its duties.

OTHER BOARD COMMITTEES

Details of other Board Committees, their compositions, Meetings
held, attendance of the Members at the Committee Meetings are
provided in the Corporate Governance Report. The composition
of the Board Committees is also uploaded on the website of the
Company and can be accessed through the link https://www.
banswarasvntex.com/cg/

AUDITORS

Statutory Auditors

M/s. K. G. Somani & Co. LLP, Chartered Accountants (ICAI
Firm Registration No. 06591N/N500377) were re-appointed
as Statutory Auditors of the Company to hold office for the
second term of five consecutive years by the shareholders
at their 46^th Annual General Meeting held on 30^th July, 2022
from the conclusion of the 46^th Annual General Meeting, till
the conclusion of 51^st Annual General Meeting to be held in
the calendar year 2027. They have furnished a Certificate to
the effect that they fulfill the requirements of the provisions of
Sections 139 and 141 of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules, 2014.

The Report given by the Auditors on the Standalone and
Consolidated Financial Statements of the Company for the
financial year ended 31 ^st March, 2026 is part of the Annual
Report.

The Auditor's Report is unmodified i.e. there has been
no qualification, reservation, adverse remark. However,

observations of the Auditors, if any, are explained wherever
necessary, in the relevant Significant Accounting Policies,
Notes to Accounts and other disclosures are self-explanatory
and, therefore, do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Act read with the Companies
(Appointment and Remuneration of the Managerial Personnel)
Rules, 2014 and Regulation 24A of the Listing Regulations,
your Board has appointed M/s. Mihen Halani & Associates,
Practicing Company Secretary Mumbai, a Peer Reviewed
Firm (Proprietor Mr. Mihen Halani, FCS No.9926) Mumbai, as
the Secretarial Auditor to conduct the Secretarial Audit of the
Company for a term of five (5) consecutive years, commencing
from financial year 1^st April, 2025 till 31^st March, 2030.

The Secretarial Audit Report is issued in Form MR-3 by M/s.
Mihen Halani & Associates, Practicing Company Secretary, in
respect of the Secretarial Audit of the Company for the financial
year ended on 31^st March, 2026. The Secretarial Audit Report
issued in form MR-3 is annexed as “Annexure-V”.

The report does not contain any qualification, reservation or
adverse remark.

Cost Auditors

The Company is required to maintain cost records as specified
by the Central Government as per Section 148(1) of the Act
and the rules framed thereunder, accordingly, the Company
has maintained such cost accounts and records.

In terms of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Audit Committee
recommended and the Board of Directors appointed M/s. K.G.
Goyal & Co., Cost Accountants (Registration No. 000017),
being eligible, to conduct Cost Audits for the product of Textile
and Power Generation.

The Company has received their written consent and
confirmation that the appointment will be in accordance with the
applicable provisions of the Act and rules framed thereunder.
The remuneration payable to Cost Auditors has been approved
by the Board of Directors on the recommendation of the Audit
Committee and in terms of the Act and Rules therein.

The remuneration payable to the Cost Auditors is required to
be placed before the Members in a General Meeting for their
ratification. Accordingly, an Ordinary Resolution for seeking
Member's ratification for the remuneration payable to M/s. K.G.
Goyal & Co., Cost Auditors for financial year ending on 31^st March,
2026 is set out in the Notice of the ensuing AGM of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors i.e. Statutory
Auditors, Cost Auditors or Secretarial Auditors have reported,
to the Audit Committee or the Board, under Section 143(12) of
the Act, any instance 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.

PARTICULARS OF LOANS, INVESTMENTS AND
GUARANTEES

During the year under review, the Company has not granted any
loans or provided any guarantees to or invested in securities of
Joint Venture Company Tesca Textiles and Seat Components
(India) Private Limited.

During the year, the Company has invested Rs. 350 Lakhs
in equity shares of Banswara Brands Private Limited, wholly
owned subsidiary company.

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are given in the
note no. 58 of the Notes to the Financial Statements.

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

The required information under the provisions of Section 134(3)
(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, etc. are
annexed as Annexure - VI, which forms part of this Report.

INSURANCE

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

PARTICULARS OF EMPLOYEES

The information containing details of employees as required
under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in Annexure-VII attached to this report.

The statement containing names of top ten employees in terms
of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is open for inspection by
the members through electronic mode.

Further, the report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure is open for inspection and any
Member interested in obtaining a copy of the same may write to
the Company at secretarial@banswarasyntex.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There have been no significant or material orders passed by the
Regulators or Courts/Tribunals, during the year under report
that would impact the going concern status of the Company
and its future operations.

ANNUAL RETURN

An Annual Return for the financial year ended 31^st March, 2026
as required under Section 92(3) of the Companies Act, 2013,
has been posted on the website of the Company and can be
accessed athttps://www.banswarasvntex.com/investors/

SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Act, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year
ended 31^st March, 2026, the applicable Accounting
Standards have been followed and there are no material
departures from the same.

(b) The Directors have selected such Accounting Policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company

as at 31^st March 2026, and of the profit of the Company
for that period.

(c) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.

(d) The Directors have prepared the annual accounts of the
Company for the year on a going concern basis.

(e) The Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and have been operating effectively.

(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and have been operating effectively.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, the Company has not made or
received any application under IBC and there is no proceeding
pending under the said code at the end of the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not entered
into any one-time settlement and therefore, no disclosure in
this regard is required.

OTHER DISCLOSURES

Any other disclosure under the Companies Act, 2013 and the
Rules notified thereunder or the SEBI Listing Regulations are
either NIL or NOT APPLICABLE

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude for the guidance
and co-operation received from the Financial Institutions,
Banks, various Central and State Government Departments
besides the Customers and Suppliers during the year under
report. The Directors place on record their deep appreciation
of the devoted services of the workers, staff and executives.
The Directors, particularly, wish to acknowledge and place
on record the continuous support and guidance of all the
shareholders and, more importantly, for the confidence reposed
in the Company's management.

For and on behalf of the Board of Directorssd/-

Place: Mumbai Rakesh Mehra

Date: 19^th May, 2026 Chairman

DIN: 00467321

Registered Office: -

Industrial Area, Dahod Road,

Post Box No. 21,

Banswara - 327001
Rajasthan.