Your Directors' are pleased to present the Thirty Eighth Annual Report on the business and operations of the Company together
with Audited Financial Statements for the financial year ended 31^st March, 2025 ("year under review").

FINANCIAL RESULTS

The consolidated and standalone financial results of the Company for the financial year ended 31^st March, 2025 are as
follows:

PERFORMANCE REVIEW

On Consolidated basis, during the year under review, the Company achieved a turnover of Rs. 102926.27 Lakhs. The Net
Profit after taxes, minority interest and share of profit of associates was reported at Rs. 1562.66 Lakhs as against profit of
Rs. 19.76 Lakhs in the previousyear.

On Standalone basis, during the year under review, the Company achieved a turnover of Rs. 85656.58 Lakhs. The Net Profit
after taxes was reported at Rs. 2115.23 Lakhs as compared to Rs. 1758.60 Lakhs in the previous year.

SHARE CAPITAL

During the year under review, the following changes had taken place in the Paid-up Equity Share Capital of the Company:

On 14^th June, 2024, Company allotted 12,01,000 (Twelve Lakh One Thousand only) Fully Convertible Warrants ("Warrants")
to M/s. Urbanac Projects Private Limited, a Promoter Group Company, on a preferential basis, in accordance with the
applicable provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018. Each Warrant carries a right to subscribe to one Equity Share of the Company.

The Warrants were issued for cash at a price of Rs. 430/- (Rupees Four Hundred and Thirty only) per Warrant. Subsequently,
on request of the allottee, 7,75,000 (Seven Lakh Seventy-Five Thousand) Warrants have been converted into an equal number
of Equity Shares of the Company. The balance 4,26,000 Warrants remain outstanding and are convertible at the option of
the allottee within the prescribed period as per the terms of issue.

PROCEEDS FROM PUBLIC ISSUES, RIGHTS ISSUES, PREFERENTIAL ISSUES ETC.

During the year under review, in compliance to the applicable provisions of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Sections 42
and 62 of the Companies Act, 2013, along with the relevant rules framed thereunder, your Company issued and allotment
12,01,000 (Twelve Lakhs One Thousand) Fully Convertible Warrants ("Warrants") at an issue price of Rs. 430/-
(Rupees Four Hundred and Thirty Only) per Warrant. These Warrants are convertible into Equity Shares, amounting to
an aggregate consideration of Rs. 51,64,30,000/- (Rupees Fifty-One Crores Sixty-Four Lakhs Thirty Thousand
Only).

Out of total, 7,75,000 (Seven Lakhs Seventy-Five Thousand) Warrants were duly converted into Equity Shares, and
the corresponding equity shares were credited to the Company's paid-up share capital on 19th March, 2025.

There has been no deviation in the utilization of funds from the stated objects for which they were raised. Brief summary of
utilization of funds is as follows:

DIVIDEND

In view of the need to conserve resources for future growth and considering the prevailing economic conditions, the Board of
Directors of the Company has deemed it prudent not to recommend any dividend on the Equity Shares of the Company for the
financial year ended 31^st March, 2025.

The decision has been taken after evaluating the Company's financial performance for the year under review, its long-term
business strategy, and the need to retain internal accruals to fund ongoing and upcoming business opportunities. The Board
believes this approach is in the best long-term interest of the Company and its stakeholders.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
requirement to adopt a Dividend Distribution Policy is not applicable to the Company for the financial year 2024-25, as it
does not fall within the prescribed threshold.

The shareholders are being informed of this decision through this Board's Report and the same will also be communicated in
the Notice convening the ensuing Annual General Meeting.

DETAILS AND PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic Subsidiaries

Bhartiya Global Marketing Limited

It is a Global Marketing Company engaged in the export of textile and leather garments. The net loss was reported at Rs. 2.23
lakhs during the financial year 2024-25.

J&J Leather Enterprises Limited

This Company is a tannery to support our leather garments and accessories business through conversion of wet blue leather
into finished leather. The total revenues of the Company stood Rs. 2279.61 lakhs and the net loss as Rs. 26.50 lakhs during
the financial year 2024-25.

Bhartiya International SEZ Limited

The Company is incorporated to develop sector specific Special Economic Zone (SEZ) of Leather & Leather Products. It is a joint
venture between Bhartiya International Limited and Andhra Pradesh Industrial Infrastructure Corporation. The total revenues of
the Company reported Rs. 57.08 lakhs and the net loss as Rs. 34.53 lakhs during the financial year 2024-25.

Bhartiya Fashion Retail Limited

The Company incurred a loss of Rs. 2.56 lakhs for the financial year 2024-25.

Bhartiya Urban Infrastructure Limited

The Company incurred a loss of Rs. 0.29 lakhs for the financial year 2024-25.

Overseas Subsidiaries
Ultima S.A. Switzerland

The Company is engaged in the marketing and sale of outerwear, including leather garments, accessories, and textile products
across Europe. During the financial year 2024-25, the Company reported total revenues of CHF 10,212,386.18 and
incurred a net loss of CHF 922,395.02. The Company has been experiencing continued losses over the past financial
years, indicating ongoing challenges in achieving profitability.

World Fashion Trade Limited, Mauritius

The Company registered income of HK$ 3,12,082 and net profit of HK$ 1,62,570 for the period ended 31st March, 2025.

Ultima Italia SRL, Italy

This company markets all fashion products including fur and leather garments in Italian market. The total revenues of the
Company reported as Euro 30,96,594 and the net profit as Euro 2,470 during the financial year 2024-25.

Design Industry Limited, Hongkong

This company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product
from China and India for marketing and selling in Europe. The total revenues of the Company reported as HK$ 86,351,132
and the net profit as HK$ 9,38,417 during the reported period.

Design Industry China Limited, China

Design Industry China Limited is a wholly owned subsidiary of Ultima S.A. This company is engaged in marketing and selling
of outerwear (including leather, PU Garments, fashion accessories) from China for marketing and selling in China. The total
revenue of the Company reported as RMB Yuan 9430155.71 and the net profit as RMB Yuan 395039.63 during the financial
year.

New Subsidiary /Associate Company Incorporated / Dissolved during the year

No new Subsidiary or Associate Company was incorporated acquired during the year under review. Also, no subsidiary/ or
Associate Company was dissolved during the year under review.

FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2025 has been
prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably
present the Company's state of affairs, profits and cash hows for the year ended 31 ^st March, 2025.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given
in Form AOC-1 and forms an integral part Annual Report for the Financial Year 2024-25.

EMPLOYEES STOCK OPTION PLAN

Pursuant to the shareholders' resolution dated 23rd September, 2013, the Board instituted the Employee Stock Option Plan
('ESOP 2013') during the year 2013. The final vesting under the scheme was completed and the scheme expired/completed
on 31st December, 2023. All options that were not exercised by the eligible employees have lapsed, and the scheme now
stands concluded and is no longer in force.

DIRECTORS

Retirement by rotation and subsequent re-appointment

In terms of the applicable provisions of the Companies Act, 201 3 ("the Act") and the Articles of Association of the Company,
Mr. Nikhil Aggarwal (DIN: 01891082), Director of the Company, retires by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the
members.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the

following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) that the directors had 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,
2025 and of the profit of the company for the year ended on that date;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

d) that the annual accounts have been prepared on a going concern basis; and

e) that the directors, had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25, five Board Meetings of the Company were held. The details of the Meetings of the Board

held during the financial year 2024-25 forms part of the Corporate Governance Report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and
the basis for payment of remuneration to Executive and Non-Executive Directors. This policy also lays down the criteria for
selection and appointment of Board members. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel/Senior Management and
performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors
while making selection of the candidates.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 201 3 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Board has carried out an Annual Evaluation of its own performance, the
performance of individual Directors, and the working of its Committees.

The evaluation was conducted based on the criteria defined by the Nomination and Remuneration Committee, covering
various aspects such as the structure and composition of the Board, frequency and effectiveness of Board meetings, discharge
of key responsibilities, delegation of responsibilities to Committees, Board processes, availability of information, and overall
Board functioning.

The performance of the Committees was assessed based on the degree of fulfilment of their respective mandates, the adequacy
of composition, and the effectiveness of meetings. Individual Directors were evaluated on parameters including attendance,
active participation, contribution in Board/Committee deliberations, and value addition outside the formal meetings.

A separate meeting of Independent Directors was held on 17^th March, 2025, in the absence of Non-Independent Directors
and members of management, wherein the performance of the Board as a whole, the Chairman, Non-Independent Directors,
and the Whole-Time Director was evaluated.

The outcome of the evaluations was also reviewed and discussed in the meetings of the Nomination and Remuneration
Committee and subsequently by the Board. The performance evaluation of Independent Directors was carried out by the entire
Board, excluding the Director being evaluated.

The Board of Directors expressed overall satisfaction with the evaluation process and the performance of the Board, its
Committees, and individual Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a structured Familiarisation Programme to provide its Independent Directors with an understanding
of the nature of the industry, the Company's business operations, and their roles, rights, and responsibilities. This programme
is conducted at the time of appointment and on an ongoing basis, to keep them updated on relevant developments.

The details of the Familiarisation Programme are disclosed in the Corporate Governance Report and are also available on
the Company's website at https://bhartiyafashion.com/download/FAMILIARISATION-PROGRAMME-FOR-INDEPENDENT-
DIRECTORS-2024-2025.pdf

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, forms an integral part of this Board's Report. The report provides
a detailed overview of the Company's operations, industry outlook, opportunities and threats, risks and concerns, internal
control systems, and financial and operational performance during the year under review and is presented in a separate
section of the Annual Report.

STATUTORY AUDIT

At the Annual General Meeting (AGM) held on 29^th September, 2022, the members of the Company appointed M/s. Sushil
Poddar & Co., Chartered Accountants (Firm Registration No. 014969N) as the Statutory Auditors of the Company for a term
of five consecutive years, to hold office from the conclusion of the 34th AGM until the conclusion of the 39^th AGM.

Pursuant to the notification issued by the Ministry of Corporate Affairs vide Notification No. S.O. 1833(E) dated 7^th May,
2018, the requirement for seeking ratification of the appointment of auditors at every AGM has been omitted. Accordingly,
no resolution for ratification of their appointment is being placed before the members at the 38^th Annual General Meeting.

The Audit Report for the financial year ended 31^st March, 2025, issued by M/s. Sushil Poddar & Co., forms part of the Annual
Report. The report is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, during the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the
Companies Act, 2013, and therefore, no disclosure is required under Section 134(3)(ca) of the said Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company appointed
Mr. Ravi Sharma, Practicing Company Secretary (FCS No. 4468, C.P. No. 3666) of M/s. RSM & Co., to conduct the
Secretarial Audit of the Company for the financial year ended 31 st March, 2025.

The Secretarial Audit Report is annexed to this Report as Annexure 'A' and forms an integral part of the Board's Report. The
report does not contain any qualification, reservation, or adverse remark for the year under review.

Further, in compliance with Regulation 24A ofthe SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015,
read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, the Company has submitted its Annual
Secretarial Compliance Report for the year ended 31^st March, 2025 to the stock exchanges within the prescribed timelines.
The said report is also available on the Company's website at:www.bhartiya.com.

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with the
rules made thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
read with Schedule III of SEBI Master Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December,
2024, every listed company is mandatorily required to appoint a Secretarial Auditor to conduct the Secretarial Audit for a
continuous period of five years. Accordingly, the Board in its meeting dated 29^th May 2025 approved the appointment of
M/s. RSM & Co., Company Secretaries, as secretarial auditor for consecutive terms of five years subject to the approval of
Shareholders' at ensuing Annual General Meeting.

COMMITTEES

The Board of Directors has the following mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the composition of Committees, terms of reference and numbers of Meetings held during the financial year 2024¬
25 are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its commitment to social responsibility, the Company continues to undertake initiatives focused on education and
rural development, in line with the activities specified under Schedule VII of the Companies Act, 2013 and the Company's
CSR Policy.

During the financial year, the Company has implemented a mix of ongoing projects and non-ongoing (one-time) initiatives
as part of its CSR activities. The ongoing projects are being implemented in a phased manner, with clearly defined timelines
and monitoring mechanisms, and have been approved by the Board in accordance with Rule 4(l)(a) of the Companies (CSR
Policy) Rules, 2014.

The Report on CSR activities, containing the details of expenditure on ongoing and other projects, CSR Committee composition,
and a brief outline of the CSR Policy, is annexed to this Report as Annexure 'B' and forms an integral part of the Board's
Report. The Company's CSR Policy is available on its website at www.bhartiya.com.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligationsand Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance forms an integral part of this Annual Report. The report
outlines the corporate governance practices followed by the Company and affirms its commitment to maintain the highest
standards of transparency, accountability, and integrity in all its operations.

A certificate from the Company s secretarial Auditors confirming compliance with the conditions of Corporate Governance as
prescribed under the said Regulations is also annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34{2){f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with
the applicable SEBI circulars, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is not
applicable to the Company for the financial year ended 31st March, 2025, based on the financial thresholds and listing
criteria prescribed under the said regulations.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company is available on the Company's website at the following web link: https://bhartiyafashion.com/invester-
relations.html.

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Company's
website at http://bhartiyafashion.com/download/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between
the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party Transactions, which are of repetitive nature and / or entered
in the Ordinary Course of Business and are at Arm's Length.

All related party transaction entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No
Material Related Party Transaction as per the limits specified under Companies Act, 2013 and/ or SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, was entered during the year under review by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to Financial Statements.

RISK MANAGEMENT

The Company has adequate risk management processes to identify and notify the board of directors about the risks or
opportunities that could have an adverse impact on the Company's operations or that could be exploited to maximize
the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities
The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a
framework for mitigating controls and reporting mechanism of such risks. Bhartiya International's exposure to foreign currency
risk is restricted to its imports and exports. These risks are minimized through well-thought-out financial operations, astute
treasury management and effective use of hedge options.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been
posted on the website of the Company (www.bhartiya.com).

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires
conduct of operations in such a manner so as to ensure safety of all concerned, compliances environmental regulations and
preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company
has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging
complaints. Besides, redressal is placed on the intranet for the benefit of employees. Further, the Company has complied with
provision relating to the constitution of Internal Complaint Committee and awareness programs under the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (14 of 2013). There was no instance reported for
sexual harassment at workplace during the year under review.

Details of the number of complaints received, disposed of and pending for the year under review are as follows:

(a) Number of complaints of sexual harassment received: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected
against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported correctly.
Such internal controls are supplemented by an extensive programme of internal audits, review by management and documented
policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing
financial information and other reports and for maintaining regular accountability of the Company's assets. The internal
auditors present their report 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 the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.

CREDIT RATING

Rating Committee of India Ratings and Research (Ind-Ra) has re-affirmed the long-term issuer rating of the Company to IND
BBB (pronounced IND triple B) with stable outlook on 10^th July, 2025. Ind-Ra has re-affirmed rating of IND BBB/ Stable/
IND A2 for Fund- based working capital limits of Rs. 501.12 crores and term loan/ Proposed term loan of Rs. 79.62 crores.
Agency has assigned rating IND A2 for non-fund based working capital limits of Rs. 66.35 crores. The outlook on the long¬
term rating has remained the same.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between
the end of the financial year and the date of this Report, the business operations and financial position of the Company
detailed in this Report as well as Notes to the Financial Statements of the Company.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015.

The Company's securities are listed at the following Stock Exchanges in India:

BSE Limited

National Stock Exchange of India Limited

The Annual Listing fee for the financial year 2024-25 has already been paid to both the above Stock Exchanges.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied all applicable Secretarial Standards specified by the
Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders by the Regulators/Courts that would impact the going concern status of the
Company and its future operations.

COST AUDIT AND MAINTANANCE OF COST RECORD

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial
year 2024-25.

Further, maintenance of cost record as specified by the Central Government, under sub-section-1 of Section 148 of the
Comoanies Act. 2013 is not reauired.

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

Information in accordance with the provision of Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2025 on the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and outgo is given in the Annexure 'C' forming part of this report.

HUMAN RESOURCES

At Bhartiya, our objective is to align our talent pool with the Company's core business values and brand philosophy, while
fostering technical proficiency and a solution-oriented mindset both of which are critical enablers of business growth. We are
committed to providing our people with a platform to innovate, experiment, and embrace new opportunities in order to serve
the customers of tomorrow.

Our people are the foundation of Bhartiya's success, forming a strong base upon which we build future possibilities.
Our approach to attracting and nurturing top-quality talent combines empowerment with accountability, offering lifelong
development opportunities and cultivating leadership for change.

Talent sourced from across India is placed in high-impact roles at Bhartiya, where individuals are encouraged to deploy
functional expertise and deliver innovative solutions that contribute to operational excellence and the broader business strategy.

During the year under review, our people played a pivotal role in ensuring efficient operations at our manufacturing units
and in driving market development and product expansion. Our focus remains on continuous people development enhancing
knowledge, sharpening skills, and embedding robust HR practices to meet the evolving talent needs of the organization.

We are committed to building a strong leadership pipeline by fostering a culture of continuous learning, innovation, and
collaboration. To this end, we provide best-in-class learning and development support to empower our managers and future
leaders.

PARTICULARS OF EMPLOYEES

During the financial year 2024-25, the Company had a total no. of 508 employees.

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and
other particulars of employees who were in receipt of remuneration exceeding the limits specified under the said rules forms
part of this Report.

Further, the disclosures pertaining to the ratio of remuneration and other details as required under Rule 5(1) of the aforesaid
Rules also form part of this Report.

In accordance with the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforementioned details
is being sent to the members of the Company. The said information is available for inspection at the Registered Office of
the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any member
interested in obtaining such information may write to the Company Secretary, and the same shall be furnished upon request.
The Annual Report, including the said information, is also available on the Company's website.

It is further confirmed that none of the employees listed in the said annexure is a relative of any Director of the Company.
Additionally, none of the employees hold (either by themselves or jointly with their spouse and dependent children) more than
2% of the equity shares of the Company.

DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED SHARES

There are no unclaimed shares of the Company.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 73 of the
Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

AWARDS AND ACCOLADES

Your Company continues to win awards year after year, reiterating its credible market position. Some awards received during
the previous three Financial Years by the Company are as given below:

(a) First Place National Export Excellence Award from Council for Leather Exports (Category above Rs.300 Crores - Leather
Garments) year - 2023-2024.

(b) First Place National Export Excellence Award from Council for Leather Exports (Category above Rs.300 Crores - Leather
Garments) year - 2022-2023.

(c) First Place National Export Excellence Award from Council for Leather Exports (Category above Rs.200 Crores & 300
Crores - Leather Garments) year - 2021-2022.

(d) Second Place National Export Excellence Award from Council for Leather Exports (Overall Export of Leather & Products
and Footwear for year - 2021-2022.

(e) Second Place National Export Excellence Award from Council for Leather Exports (Overall Export of Leather & leather
Footwear product including Non-Leather Footwear year - 2021-2022.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions
on these matters during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration and commission
from any of its subsidiaries.

c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future.

d) No frauds has been reported by the Auditors to the Audit Committee or the Board.

e) There has been no changes in the nature of business of the Company.

f) The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 for the year under review.

ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere gratitude for the continued support, guidance, and cooperation received from the
Company's valued customers, suppliers, vendors, business associates, various government and regulatory authorities, local
bodies, and banking partners.

The Board also places on record its deep appreciation for the commitment, dedication, and hard work of all employees across
levels, whose efforts have been instrumental in driving the Company's progress and performance during the year.

For and on behalf of the Board

Snehdeep Aggarwal

Chairman

DIN: 00928080

Gurugram, 13^h August, 2025