DIRECTORS' REPORT

Your Directors feel immense pleasure in presenting the 55^th Annual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended 31^st 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:

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 ' 657.04 Crore as against a turnover of ' 667.06 Crore of previous year.

The Company has achieved profitability of ' 2.38 crores as against ' 8.16 crores in the previous financial year.

3. Modernization and Expansion

Capacity increase - During the year under review, the Company invested ' 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 ' 346.20 Crore as against previous year ' 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 09^th June, 2025 is as follows:

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 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 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 ' 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 ' 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 22^nd May, 2025, 12^th August, 2025, 12^th November, 2025, and 09^th 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 28^th 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 31^st March, 2026, the Company has transferred ' 34,44,834.55 to Investor Education and Protection Fund. During the year, Dividend amount of ' 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 31^st 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 31^st 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 31^st 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.