Your Directors are pleased to present the 54^th Annual Report together
with the Audited Standalone Financial Statements of the Company for
the financial year ended on 31^st March, 2025.

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 31^st March, 2025 are as under:

2. Operational Overview

The division wise performance is as under:

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

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

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

3. Modernization and Expansion

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

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

4. Exports

The Company's Export turnover during the year was ' 385.56
Crores as against previous year ' 378.35 Crores.

5. Outlook for Company's Activities

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.

6. Dividend

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

7. Credit Ratings

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

india Ratings & Research

8. Contribution to Exchequer

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

9. Management Discussion and Analysis Report

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

10. Green Movement and sustainability

The Company has been committed to Green operations for
Decades.

Green Generation Data

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

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

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

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

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

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

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

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

e) More than 60% use of Recycled Fibers.

11. Annual Return

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

12. statutory Auditors

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

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

13. secretarial Auditors

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

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

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

14. internal Auditors

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
2024-25. Further, based on recommendation of Audit Committee,
the Board has approved the re-appointment of M/s A.L. Chechani
& Co., Chartered Accountants as the Internal Auditors of the
Company to carry out Internal Audit for the financial year 2025-26.
They have confirmed their eligibility for the said re-appointment.
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 2025-26. As required under the
Companies Act, 2013, a resolution seeking member's approval
for ratification of the remuneration payable to the Cost Auditor
forms part of the Notice convening the AGM.

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/
682ec9a20966f4092ce4184d/1747896741566/BSL Related
Party Transaction Policy.pdf

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

21. internal financial controls

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

22. internal control systems

The Company has adequate Internal Control Systems,
commensurate with the size, scale and complexity of its operations.
The Audit committee quarterly reviews the Executive summary
on the internal audit findings along with the recommendations
and management comments. Further, the Action Taken Report/
Compliances as discussed in the previous meeting is placed in
the next meeting along with the detailed report. The Internal
Auditors also ensure proper compliance of all policies and
Standard Operating Procedures (SOPs) adopted by the Company.
Based on the report of Internal Auditors, management undertakes
corrective action in their respective areas and thereby strengthens
the controls.

23. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower
policy to deal with instance of fraud and mismanagement, if
any. The Details of the Whistle Blower Policy is explained in the
Corporate Governance Report and also posted on the 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
d3 76d/1 6612532 78802/BSL-Nomination-and-Remuneration-
Policy.pdf

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

25. Corporate Social Responsibility

During the Financial Year 2024-25, the amount required to be
spent by the Company under its CSR obligations was less than ' 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
' 35.69 lakhs on CSR activities.

Details about the CSR policy and initiatives taken by the Company
on CSR during the year are available on the 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
have been given in the Corporate Governance Report which is
integral part of the Board's Report. All the recommendation of the
Audit Committee was accepted by the Board. No employee was
denied access to the Audit Committee.

27. Meetings

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

28. Directors & Key Managerial Personnel

1. change in directors

a. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen
Kumar Jain (DIN: 09196198) Directors will retire by
rotation at the ensuing Annual General Meeting (AGM)

and being eligible, offers themselves for re-appointment.
The Board recommends their re-appointment.

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

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

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

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

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

Key Managerial Personnel

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

2. statement on declaration given by independent directors

All Independent Directors have given declarations that they
meet the criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
SEBI (LODR) Regulations, 2015 and affirmed the compliance
of Code of Independent Directors as laid down in Schedule
IV of the Companies Act, 2013. Further, the Independent
Directors have confirmed that they are Independent of the
Management and have registered themselves on Independent
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
(LODR) Regulations, 2015 and Guidance Note on Board
Evaluation issued by SEBI, during the financial year
under review, your Board of Directors, Nomination and
Remuneration Committee and Independent Directors in
their separate Meeting, carried out annual evaluation of
performance of Board as well as Board Committees and also
of the individual Directors in the manner as enumerated in
the Nomination and Remuneration Policy of the Company

viz. Leadership & stewardship abilities, Assess policies,
structures & procedures, Regular monitoring of corporate
results against projections, Contributing to clearly define
corporate objectives & plans, Obtain adequate, relevant &
timely information, Review achievement of strategic and
operational plans, objectives, budgets, Identify, monitor
& mitigate significant corporate risks, Directly monitor &
evaluate KMPs, senior officials, Review 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 Statutory Auditors
M/s. SSMS & Associates, Chartered Accountants, confirming
compliance to conditions of Corporate Governance as stipulated
under Regulation 34(3) of the SEBI (LODR) Regulations, 2015,
form part of the Annual Report.

30. Particulars of employees and related disclosures

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

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

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

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

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

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

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

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

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

33. secretarial standards

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

34. Other disclosures Under companies Act, 2013

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

• The Company has availed unsecured borrowings from
Promoters.

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

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

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

• During the year under review, there has been no such
significant and material order 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, 2025 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 1 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, 2025 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. 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

ARUN KUMAR cHURIWAL

Place : Kolkata (W.B.) cHAIRMAN

Date : 22^nd May, 2025 DiN: 00001718

Regd. Office:

Post Box No. 16-17,

Mandpam,

Bhilwara-311001 (Rajasthan)