Market & News

To The Members,

Your Directors have pleasure in presenting the 52^nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31 ^st March 2023.

1. Financial Highlights

( ` in Crore)

2. Operations

The division wise performance is as under:

(` in Crore)

Your Directors inform that the financial statements of your Company has been drawn on basis of the Ind-AS for the financial year ended on March 31, 2023 with comparatives. Your Company did a major Expansion during the year beside rationalization, modernization. Your Company also focused on cost reduction to improve the profitability along with better product mix and improving efficiency.

As the result of all these measures, your Company recorded a turnover of ` 471.74 Crore as against a turnover of ` 435.84 Crore of previous year.

The Company have achieved profitability of` 16.91 crores as against ` 11.48 crores in the previous Financial year.

3. New venture

The Company has started new plant of 29184 Spindles. It is state of the art, Cotton Spinning unit which has started the commercial production from 30.03.2023.

4. Technology upgradation during the year

The Company has moved away from Fossil fuels. In the Processing Division of Company, the Boiler and Thermopack were running on Coal. By adopting latest technology the Company has completely replaced the Coal and is now using only Agro based fuels. It is yet another landmark step of the Company towards Green/Sustainability Movement. During the year Company also modernized its old PV Spinning Spindles with the latest generation as well as expanded its Weaving capacity.

The total Capex in this year is ` 178.36 Crore.

With commencement of Cotton Spinning Department the Company now is looking for expanding its Yarn market both in Domestic as well as in Overseas arena. The Company is going intensively in the existing Yarn and Fabric Markets both in Export and Domestic sections.

The Company's business with IKEA is on firm footings and growing.

5. Wind power Project

The company has disposed off Wind mills of 4.4 MW located at Jaisalmer (Rajasthan) as its operations had become unviable.

6. Dividend

Your Directors recommend a dividend @ 15 % i.e. ` 1.50 per Equity Share of ` 10/- each for the year ended on 31^st March, 2023. This will absorb an amount of ` 154.38 Lakhs. A proposal for confirmation of the dividend for the year ended 31 ^st March, 2023 shall be placed before the shareholders at the ensuing Annual General Meeting. The proposed dividend, if approved by the Shareholders in the ensuing AGM shall be subject to deduction of tax at source at applicable rates.

7. Credit Ratings

During the period under review, Brickwork Ratings India Pvt. Ltd. and India Ratings and Research (Rating Agency) has reaffirmed the ratings with changes in outlook as follows:

(a) Brickwork Ratings India Pvt. Ltd.

(b) India Ratings & Research

8. Contribution to Exchequer

Your Company has contributed an amount of ` 28.31 Crores as against previous year ` 23.70 Crores in terms of Taxes & Duties to the Exchequer.

9. Management Discussion and Analysis Report

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

10. Green Movement and Sustainability

The Company has been committed to Green operations for Decades.

Green Generation Data for the Year 2022-23

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 has focused on using Recycled Polyester staple fiber as a part of Global sustainability movement. In the year 2022-23, the Company's 62% of Fiber consumption was of Recycled Fibers.

Agro-Fuel: The Process House Division of the Company has changed over to the Agro- Fuel from Fossil Fuels resulting saving of 19053.77 MT of CO2 emission.

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

a) Zero liquid discharge.

b) Zero discharge for Hazardous Chemicals.

c) Use of Agro- Fuel in Boiler and Thermopack.

d) More than 20% of energy by renewal sources

e) More than 50% use of Recycled Synthetic Fibers.

11. Annual Return

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

12. Statutory Auditors

M/s SSMS & Associates, Chartered Accountants (FRN: 019351C) were appointed as Statutory Auditors of your Company at the AGM held on September 28, 2022 for a second term of five consecutive years from conclusion of 52^nd Annual General Meeting till the conclusion of the 56^th AGM to be held in the calendar year 2027. Further, M/s SSMS & Associates have confirmed their independence and eligibility under the provisions of the Companies Act, 2013 and Listing Regulations.

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

13. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s v. M. & Associates, Company Secretaries, Jaipur, (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company. Further, the Board has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2023-24. They have confirmed their eligibility and independence for the said reappointment. The Secretarial Audit Report for financial year 2022-23 in Form MR -3 is enclosed herewith as Annexure I. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report.

14. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s A.L. Chechani & Co., Chartered Accountants (FRN: 05341C) as the internal auditors of the Company for the financial year 2022-23. Further, the Board has approved the re-appointment of M/s A.L. Chechani & Co., Chartered Accountants as Internal Auditors of the Company to carry out Internal Audit for the Financial Year 2023-24. 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 2023-24. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

17. Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as per Annexure II.

19. Particulars of Loans given, Guarantees given, Investments made and Securities provided

During the year under review, the Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013.

20. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link as: https:// static1.squarespace.com/static/6206a24e38ca4200c0141c78/t/ 6304b6bf8c53cd3d6e72b49b/1661253314155/BSL-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 formulated and recommended to the Board a policy containing certain benchmark which is reasonable and sufficient to attract, retain and motivate Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178 of the Act 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 as: https://static1.squarespace. com/static/6206a24e38ca4200c0141c78/t/6304b69d7926221e aadd376d/1661253278802/BSL-Nomination-and-Remuneration-Policy.pdf

25. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to constitute a CSR Committee.

During the current year, the company has incurred expenditure of ` 11.21 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://static1.squarespace.com/ static/6206a24e38ca4200c0141c78/t/6304b689094c27649440e 1aa/1661253258668/BSL-CSR-Policy.pdf 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 Four Board meetings were held, the dates being 13^th May, 2022, 12^th August, 2022, 10^th November, 2022, and 13^th February, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards-1 issued by Institute of Company Secretaries of India (ICSI) on Meeting of the Board of Directors and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Change in Directors and Key Managerial Personnel a. Shri Shekhar Agarwal, (DIN: 00066113) and Shri Praveen Kumar Jain (DIN: 09196198) Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their re-appointment. b. Shri Arun Kumar Churiwal (DIN: 00001718), Whole time Director designated as Executive Chairman and Shri Ravi Jhunjhunwala (DIN: 00060972), Director retired by rotation and re-appointed at previous Annual General Meeting held on 28^th September, 2022. c. Ms. Aanchal Patni has resigned from the post of Company Secretary and Compliance Officer on 11 ^th November, 2022 and Mr. Shubham Jain has been appointed as Company Secretary and Compliance officer w.e.f. 12 ^th November, 2022.

2. Statement on Declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and affirmed the compliance of Code of Independent Directors as laid down in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they are Independent of the Management and have registered themselves on Independent Director's Databank and have passed/ exempted from The Indian Institute of Corporate Affairs (IICA) Exams.

3. Annual Evaluation of Board

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, during the financial year under review, your Board of Directors, Nomination and Remuneration Committee and Independent Directors in their separate Meeting, carried out annual evaluation of its own performance as well as Board Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy of the Company viz. Leadership & stewardship abilities, Assess policies, structures & procedures, Regular monitoring of corporate results against projections, Contributing to clearly define corporate objectives & plans, Obtain adequate, relevant & timely information, Review achievement of strategic and operational plans, objectives, budgets, Identify, monitor & mitigate significant corporate risks, Directly monitor & evaluate KMPs, senior officials, Review management's Succession Plan, Effective meetings, Clearly defining role & monitoring activities of Committees and Review of ethical conduct etc.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged satisfactory. More detail on the same is given in the Corporate Governance Report.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s SSMS Associates, Chartered Accountants, 16, Basement Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

30. Particulars of Employees and related disclosures

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

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure vI. 31. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2014-15, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 07/12/2022 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31^st March, 2023, the Company has transferred ` 20,04,215 to Investor Education and Protection Fund.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2015-16, which remained unpaid or unclaimed for a period of seven years, 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. 'The Financial Express' and in Hindi Newspaper i.e. 'Nafa Nuksan' & Business Remedies 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, 2023, the Company has transferred 214016 no. of shares to IEPF Demat Account which accounts 2.08% of total shareholding of the company.

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, will transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of designated demat account of the IEPF Authority. A notice to all concerned shareholders in this regard will be sent at their registered address. The Company will also publish such notice in English Newspaper and Hindi Newspaper to inform the concerned shareholders about the same.

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, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

There is no change in the nature of business during the financial year 2022-23.

The Board of Directors of your Company transferred ` 1.50 crores to the Reserves for the year under review.

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

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Details about Risk Management have been given in the Management Discussions & Analysis.

The Company does not have any subsidiary, joint venture & associate company.

During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. More detail on the same is given in the Corporate Governance Report.

There is no change in capital structure of the Company.

No application has been made under the Insolvency and

Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

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, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 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 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.