To The Members,
Your Directors feel immense pleasure in presenting the 55th Annual Report of the
Company together with the Audited Standalone Financial Statements for the financial year
ended 31st March 2026.
1. Financial Summary
Key highlights of the financial results of your Company prepared as per the Indian
Accounting Standards ("Ind-AS") for the financial year ended March 31, 2026 are
as under:
(Rs.in Crore)
Particulars |
For the year ended |
31.03.2026 |
31.03.2025 |
Turnover - a) Domestic |
310.84 |
|
281.50 |
|
- b) Exports |
346.20 |
657.04 |
385.56 |
667.06 |
Profit before Interest, Depreciation and Tax |
|
49.83 |
|
60.31 |
Less : Financial Expenses |
|
30.32 |
|
31.81 |
Profit before Depreciation and Tax |
|
19.51 |
|
28.50 |
Less : Depreciation & Amortisation |
|
16.78 |
|
17.78 |
Profit before Tax |
|
2.73 |
|
10.72 |
Taxation - Current Tax |
|
- |
|
- |
- Deferred Tax |
|
0.35 |
|
2.56 |
Profit after Tax |
|
2.38 |
|
8.16 |
2. Operational Overview
The division wise performance is as under:
(Rs. in Crore)
Particulars |
For the year ended |
|
31.03.2026 |
31.03.2025 |
|
Qty. |
Value |
Qty. |
Value |
a) Fabrics (Lakh Mtrs.) |
|
|
|
|
| - Domestic |
102.98 |
165.46 |
90.61 |
142.14 |
| - Exports |
70.58 |
138.02 |
92.15 |
181.84 |
Total |
173.56 |
303.48 |
182.76 |
323.98 |
b) Yarn ( MT) |
|
|
|
|
| - Domestic |
2847 |
124.03 |
2943 |
120.33 |
| - Exports |
7433 |
200.18 |
7610 |
194.47 |
Total |
10280 |
324.20 |
10553 |
314.80 |
c) Readymade Garments (No. of Pcs.) |
|
|
|
|
| - Domestic |
1277 |
0.23 |
1052 |
0.21 |
d) Power |
|
|
|
|
| Generation (Lakh Units) |
- |
- |
0.53 |
0.02 |
e) Job Work |
|
21.12 |
|
18.79 |
f) Export Incentives |
|
8.00 |
|
9.26 |
Grand Total |
|
657.04 |
|
667.06 |
During the fiscal year, your company was confronted by high inflationary trends
impacting nearly all costs including all raw material costs, packaging, fuel, and
logistics and overall operations but strong control measures and optimum use of inventory,
the Company has managed to partially offset the challenge.
As the result of all these measures, your Company recorded a turnover of Rs. 657.04
Crore as against a turnover of Rs. 667.06 Crore of previous year.
The Company has achieved profitability of Rs. 2.38 crores as against Rs. 8.16 crores in
the previous financial year.
3. Modernization and Expansion capacity increase - During the year under review,
the Company invested Rs. 18.67 Crore for installing the following:
i. 2.2 MW Solar Power Project within its campus.
ii. One wider width plant in processing division to run on PNG for better quality and
efficiency.
iii. Other miscellaneous balancing machines in Spinning and weaving divisions.
It will improve the overall efficiency of production and better utilization of
installed capacity resulting to higher profitability.
Sustainability - Your Company has installed 2.2 MW Solar Power Project during the
year.
4. Exports
The Company's Export turnover during the year was Rs. 346.20 Crore as against previous
year Rs. 385.56 Crore.
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
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
7. Credit Ratings
During the period under review, India Ratings and Research (Rating Agency) has issued
the revised rating vide its letter dated 09th June, 2025 is as follows:
india Ratings & Research
s. No. |
instrument Type |
Rating/Outlook |
| 1. |
Term loan |
IND BBB- |
| 2. |
Fund-based working capital facilities |
IND BBB-/ IND A3 |
| 3. |
Non-fund-based working capital facilities |
IND A3 |
8. Contribution to Exchequer
Your Company has contributed an amount of Rs. 29.57 Crores as against previous year Rs.
26.27 Crores in terms of Taxes & Duties to the Exchequer.
9. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
10. Green Movement and sustainability
The Company has been committed to Green operations for Decades.
Green Generation Data
Particulars |
2025-26 |
2024-25 |
A) total Unit consumption (Kwh in Lakhs) |
640.63 |
644.34 |
B) green generation |
|
|
solar Plant Lakhs Kwh |
106.24 |
86.70 |
solar plant capacity |
7.54 MW |
5.91 MW |
c) cO- generation from turbine Boiler |
11.40 |
7.08 |
total generation (solar + turbine) |
117.64 |
93.78 |
D) total green generation (%) |
18.36% |
14.55% |
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 2025-26,
the Company's 60.26% of Fiber consumption was of Recycled Fibers and 0.17% 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 12259 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 18% 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 51st AGM till the conclusion of the 56th 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 Listing Regulations, the shareholders of the Company, based on the
recommendation of Board of Directors and the Audit Committee had appointed M/s V. M.
& Associates, Company secretaries, Jaipur, (FRN: P1984RJ039200) as the
Secretarial Auditors of the Company for a term of five consecutive financial years from
the financial year 2025-26 till the financial year 2029-30. The Secretarial Audit Report
for financial year 2025-26 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, 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 2025-26.
Further, based on recommendation of Audit Committee, the Board has approved the
appointment of M/s S.N Lathi & Co., Chartered Accountants as the Internal Auditors of
the Company to carry out Internal Audit for the financial year 2026-27. 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 2026-27. 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. Shareholders' approval has already been
taken for Material Transactions. 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/6
a3f5695ff164856a22fe949/1782535829434/BSL+RPT.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 instances 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
lays 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 2025-26, the amount required to be spent by the Company under
its CSR obligations was less than Rs. 50 Lakhs, hence, as per the provisions of Sec. 135
of the Companies Act, 2013, the Company is not required to constitute CSR committee and
the functions of such committee are discharged by the Board of Directors of the Company.
During the current year, the company has incurred expenditure of Rs. 32.25 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 22nd May, 2025,
12th August, 2025, 12th November, 2025, and 09th February, 2026. 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 Listing Regulations.
28. Directors & Key Managerial Personnel
1. Change in directors
a. Shri Arun Kumar Churiwal, (DIN: 00001718), Whole time Director designated as
Chairman and Shri Ravi Jhunjhunwala (DIN: 00060972), Non - Executive Non Independent
Director will retire by rotation at the ensuing Annual General Meeting and being eligible,
offers themselves for re-appointment. The Board recommends their re-appointment. b. Shri
Shekhar Agarwal, (DIN: 00066113), Non - Executive Non Independent Director and Shri
Praveen Kumar Jain (DIN: 09196198) Director (Operations) & CFO retired by rotation and
re-appointed at previous Annual General Meeting held on 28th August, 2025.
Key Managerial Personnel
During the Financial Year 2025-26, 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 Listing Regulations 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 Listing Regulations 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, its committees and the directors 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 Securities and Exchange
Board of India ("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 Listing Regulations, 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
("IEPF")
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, have been transferred by the Company on 06/12/2025 to the Investor
Education Protection Fund ("IEPF") established by the Central Government
pursuant to Section 125 of the said Act. As on 31st March, 2026, the Company has
transferred Rs. 34,44,834.55 to Investor Education and Protection Fund. During the year,
Dividend amount of Rs. 14,630.40.00 was claimed back from IEPF.
The company has uploaded the full details of Unpaid Dividend on its website at
https://www.bslltd.com/investors.
32. Transfer of Shares to Investor Education and Protection Fund ("IEPF")
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 Authority on its website at www.bslltd.com.
As on 31st March, 2026, the Company has transferred 280000 no. of shares to IEPF
Authority which accounts 2.72% of total shareholding of the company. During the year, 4655
Shares were claimed back from IEPF Authority.
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, 2026. There were no unclaimed or unpaid deposits as on March 31,
2026.
• The Company is Compliant with the applicable provisions of the Maternity Benefit
Act, 1961 and has policies, systems and Process in place to ensure ongoing compliance.
• The Company has availed unsecured borrowings from Promoters and Directors as
disclosed in Note 22 of Notes to Financial Statements for the year ended 31st March, 2026.
• There is no change in the nature of business during the financial year 2025-26.
• 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 31st
March, 2026 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 31st March, 2026 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 : 19th May, 2026 |
DiN:00001718 |
Regd. Office: |
|
| Post Box No. 16-17, |
|
| Mandpam, |
|
| Bhilwara-311001 (Rajasthan) |
|
