Directors Report of Bhandari Hosiery Exports Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32^nd Annual Report together with Audited Accounts of the
Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements
(standalone) for the year ended March 31, 2025 as per Indian Accounting Standard (''IND AS'') notified
under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as
amended from time to time.

PARTICULARS	2024-25	2023-24
Total Income	27882.21	26705.58
Gross Profit before interest depredation and tax	2841.78	2537.87
Less: Financial expenses	1136.06	1119.49
Less: Depreciation and preliminary exp. written off	686.66	544.85
PROFIT BEFORE TAX	1019.05	873.53
Less: Provision for tax	(247.72)	(220.18)
PROFIT AFTER TAX	771.33	653.35
Other Comprehensive Income	3.47	(9.44)
Net profit available for equity shareholders	774.80	643.91
Add: Balance brought forward	5884.64	5399.22
Amount available for appropriation(s)	6659.44	6043.13
Appropriation:
-Proposed Dividend on Equity shares @ Rs. 0.02/- per Equity Share (i.e. 2%) (Refer Note (i) below)	48,01	14.65
- Right Issue Expenses	52.20	62.72
- Earlier years amount transferred	14.31	81.13
Balance carried to Balance Sheet	''6444.67	5884.64
Note: (i) Proposed Dividend on Equity Share
Proposed Dividend for the year ended 31st March, 2025 @ Rs. 0.02/- per Equity Share (i.e. 2%)	48.01	14.65
Earnings Per Share(Rs.) Basic	0.32	0.40
Diluted	0.36	0.42
''The Board of Directors of the Company has proposed final dividend of Rs. @ Rs. 0.02/- per Equity Share (i.e. 2%), which is subject to the approval by the shareholders at the ensuing Annual General Meeting. In accordance with the revised Indian Accounting Standard - ''Contingencies and Events occurring after the Balance Sheet Date'' (effective from 01.04.2016), proposed dividend for the year has not been recognized
as a distribution of profit in the current year''s accounts."

PERFORMANCE REVIEW

During the year 2024-25, your Company was able to achieve turnover of Rs. 27882.21 Lacs as against Rs.
26705.58 Lacs in the previous year, showing an increase of 4.41% from the previous year. The Profits after
Tax of the Company for the year ended 31.03.2025 has been at Rs. 771.33 Lacs as against Rs. 653.35 Lacs in
the previous year showing an increase in profit of 18.06% in comparison to the previous year.

EXPORTS

The Exports of the Company during the financial year were Rs 1355.98 Lacs as against Rs. 1234.02 Lacs in
the previous year, showing the an increase of 9.88% over the previous year.

SHARE CAPITAL

The issued and paid up Equity Share Capital of the Company as on March 31, 2025 was Rs. 24,00,49,652 /-
comprising 24,00,49,652 fully paid Equity shares of Rs. 1/- each. During the year under review, the
Company has raised its Share Capital by way of Rights Issue of 7,66,11,591 Equity shares of Rs.l/- each at a
premium of Rs. 5.26 per share and allotment was made on 03.08.2024 as approved by BSE i.e. Designated
Stock Exchange.

DIVIDEND

Your directors are pleased to recommend the dividend of 2% i.e. Rs. 0.02/- per Share of face value Rs. 1/-
for the year 2024-25, (Previous year 2023-24 @ 2% i.e. Rs. 0.02/- per share of face value of Rs. 1/- each.)
subject to the approval of the shareholders at the ensuing Annual General Meeting. The Final Dividend, if
declared, shall be distributed to the members within 30 days from the date of AGM.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top
1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy.
However, your company has been classified by the stock exchanges as small cap and hence this regulation
does not apply to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,. 2016 (''the Rules''), all unpaid or unclaimed dividends are
required to be transferred by the Company to the IEPF; established by the Central Government after the
completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The
shareholders whose dividend has been transferred to tHe IEPF Authority can claim their dividend from the
authority.

The unclaimed or unpaid dividend relating to the financial year 2017-2018 is due for remittance in the
month of November, 2025 to Investor Education and Protection Fund established by the Central
Government. The Company has already sent email / notices in due course to the members informing
them to claim the Unclaimed Dividend / Shares before such transfer of dividend to the IEPF Authority.

During the year 2024-25, the unclaimed or unpaid dividend relating to the financial year 2016-2017 has
been remitted to Investor Education and Protection Fund established by the Central Government. Further
according to the Rules, the shares in respect of which dividend has not been paid or claimed by
shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority.

TRANSFER TO RESERVES

The Company proposes to transfer amount to the general reserves of the Company.

Particulars	Amount
Net Profit for the year	774.80
Balance of Reserves at the beginning of the year	5884.64

Share Premium Reserves	6181,41
Genera! Reserves	288.05
Less: Appropriation of Profits	48.01
Less: Earlier years amounts transferred	14.31
Less : Right Issue Expenses	52.20
Balance of Reserves at the end of the Year	12914.12

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the
Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is
attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation
34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 is presented in a separate section forming part of this Annual Report.

DIRECTORS AND KMPs

• Appointments

During the F.Y. 2024-25 following appointments/ re-appointment were made:

1. Mr. Rohit Kumar Chhabra (DIN: 11131326) was appointed as the Additional Non-Executive Independent
Director of the Company for a term of 5 years w.e.f. 30^th May, 2025 to 29^th May, 2030 subject to the
approval of members in ensuing Annual General Meeting to be held on 28.08.2025.

2. Ms. Sharon Arora (DIN: 09450764) was appointee! as the Additional Non-Executive Independent
Director of the Company for a term of 5 years w.e.f: 30^th May, 2025 to 29^th May, 2030 subject to the
approval of members in ensuing Annual General Meeting to be held on 28.08.2025.

3. Ms Shilpa Tiwari was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 2^nd

April, 2024. j j

• Retirement bv rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company,
Mr. Rajesh Kumar (DIN:05160964), Director, retires by|rotation and is eligible for reappointment.

• Resianations/Cessation

During the F.Y. 2024-25 following Resignations were made:

1. Mr. Daljeet Singh, Company Secretary & Compliance Officer of the company resigned from the post of
Company Secretary & Compliance Officer w.e.f. 1^st April, 2024.

2. There is cessation of the post of Mr. Surinder Kumar Kapoor as an Independent Director of the Company
w.e.f, 30^th May, 2025 due to the expiry of tenure of his Independent Directorship.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules thereof.

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity,
experience, expertise, proficiency and qualifications. All the Independent Directors on the Board of the
Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (MCA) as
notified by the Central Government under section 150(1) of the Companies Act, 2013 and, if applicable,
shall undergo online proficiency self-assessment test within the time prescribed by the MCA.

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

Your Company has formulated Familiarization Programme for all the Board members in accordance with
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature of Industry in which
the Company operates, business model of the Company, etc. through various programs.

The Familiarization Programme for Board members may be accessed on the Company''s website at the
link: h ttos://www. bhandariexoort. com/Ddfs/vp/BHEL-Familiarization-Proaramme-for-Inctependent-

Directors.pdf

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors and also
committees of the Board based on the guideline formulated by the Nomination & Remuneration
Committee. Board composition, quality and timely flow of information, frequency of meetings, and level
of participation in discussions were some of the parameters considered during the evaluation process. A
note on the familiarizing programme adopted by the Company for the orientation and training of the
Directors and the Board evaluation process undertaken in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meeting of the Independent Directors of the Company was held once during the year
on 13.02.2025 which also reviewed the performance of the Non-executive directors, Chairman of the
Company and performance of the Board as a whole. ,

NOMINATION & REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013; and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Policy of the Company has
been duly approved and adopted by the Board pursuant to recommendations of Nomination and
Remuneration Committee of the Company and may be accessed on the website of the Company at the link:
h ttos;//www.bhandariexDort. com/odfs/vo/BHEL-Nomination-and-Remuneration -Policy, pdf.

As mandated by proviso to Section 178(4) of the Companies Act, 2013, Salient feature of Nomination and
Remuneration Policy are annexed herewith as Annexure A.

BOARD MEETINGS AND AUDIT COMMITTEE MEETINGS

During the year, 5 Board Meetings and 5 Audit Corpmittee Meetings were convened and held. The
details are given in the Corporate Governance Report;, The intervening gap between the two Meetings
was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on 31^st March, 2025 are Mr. Nitin Bhandari, Chairman & Managing
Director, Mr. Deepak Sharma, Chief Financial Officer and Ms. Shilpa Tiwari, Company Secretary &
Compliance Officer.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged for supply of
materials if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or
person and

c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate. The
details of loans from Banks/FIs/ Directors, as required are given in Financial Statements and Notes thereto.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of •
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

AUDIT COMMITTEE & VIGIL MECHANISM

Composition of Audit Committee:

The Audit Committee comprises of Ms. Komal Bhalia, Independent Director, Ms. Alka Gambhir,
Independent Director and Mr. Nitin Bhandari, Executive Director. Ms. Komal Bhalia is the Chairperson of
the Committee and Company Secretary of the Company is the Secretary of the Committee. All the
recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013, the Company has established
a"Vigil Mechanism" incorporating Whistle Blower Policy in terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for employees and Directors of the Company, for expressing the genuine
concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of
direct access to the Chairman/ Chairman of the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings &
outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - D".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis. During the year, the
Company had not entered into any contract/arrangement/transaction with related parties which could be
considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 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. The policy
on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the
Company''s website i.e. www.bhandariexaort.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

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

STATUTORY AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, (Firm Registration No. 000203N), had been appointed as
Statutory Auditors of the Company at the 29^th Annual General Meeting held on September 30, 2022 to hold
office up to the conclusion of 34^th Annual General Meeting of the Company.

The Auditor''s report on the Annual Accounts of the Company for the year under review is self-explanatory
and requires no comments. Further, there are no adverse remarks or qualifications in the report that calls
for Board''s explanation.

During the year under review, there were no frauds reported by auditors under Section 143(12) of
Companies Act, 2013.

SECRETARIAL AUDIT

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 had appointed M/s Rajeev Bhambri
& Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial
Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as
Annexure - B to this report.

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024, Subject to the approval of members in Annual Genera! Meeting, the Board
of Directors at their meeting held on 30^th May, 2025, has appointed M/s Rajeev Bhambri & Associates,
Company Secretaries, Ludhiana as Secretarial Auditor of the Company for 5 years (i.e. from FY 2025-26 to
2029-30) to hold office until the conclusion of the Annual General Meeting of the Company to be held in
year 2030 on such remuneration as may be fixed by the Board of Directors.

COST AUDITORS

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for
mandatoriiy according to the size and nature of the business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2025 AND
DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between
the end of financial year and the date of the Report.

AUDITORS'' REPORT

The Auditors'' Report is self-explanatory and do not; call for further comments as there are no adverse
remarks in the Auditors''Report. !

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s
Rajeev Bhambri & Associates, Practicing Company Secretary (C.P. No. 9491), Ludhiana as the Secretarial
Auditors. The Company has appointed M/s V.V. Bhalla & Company, Chartered Accountants, (Membership
No. 0811198, Firm Registration No. 002928N) as the Internal Auditors.

LISTING OF SECURITIES

At present, the securities of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India
Limited (NSE). The Company has paid the Listing Fees to the BSE and NSE upto the financial year 2025-26.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Human resource is considered as the most valuable of all resources available to the Company. The
Company continues to lay emphasis on building and sustaining an excellent organization climate based on
human performance. The Management has been continuously endeavouring to build high performance
culture on one hand and amiable work environment on the other hand.

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The
Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of
cpyua! haraQcmpnt rnmnlainK rprpiv/pd and dtennqpd of during the vear 2024-25:

Sr. No.	Category	No. of complaints during financial year 2024-25	No. of complaints pending as at end of year 2024-25
1.	Child labour/ forced labour/ involuntary labour	The Company does not hire Child Labour, Forced Labour or Involuntary Labour. No case reported	Not Applicable
2.	Sexual Harassment	No case reported	Not applicable
3.	Discriminatorv employment	No case reported	Not applicable

Further, The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company ensures that all eligible women employees are
provided maternity benefits in accordance with the statutory requirements.

The Company remains committed to upholding the rights and welfare of its employees and adhere
strictly to all applicable labour and employment laws.

CORPORATE SOCIAL RESPONSIBILITY (CSRi

As per the Audited Financial Statements of the Company for the year 2024-25, the provisions of Section
135, read with Schedule VII and Companies (Corporate Social Responsibility) Rules, 2014 of the Companies
Act, 2013, has become applicable to the Company. So in accordance with the provisions of Section 135 of
the Companies Act, 2013 read with schedule VII of the Said Act and further read Companies (Corporate
Social Responsibility) Rules, 2014, "Corporate Social Responsibility Committee" had been re-constituted
w.e.f. 14.02.2025 consisting of following persons as Members/ Chairman:

Sr. No.	Name of The Director	Designation
1.	Mr. Nitin Bhandari (Chairman & Managing Director)	Chairman
2.	Mr. Vikas Nayar (Director)	Member
3.	Ms. Komal Bhalla (Independent Director) j	Member

During the year 2024-25, the Company had identified certain projects/activities on which the CSR
expenditure for the financial year 2024-25 was made.: The activities included promoting health care
including preventive health care, improvement in education which includes special education and
employment strengthening vocation skills among children, women, elderly and the differently-abled and
livelihood enhancement projects, facilities for senior citizens and measures for reducing inequalities faced
by socially and economically backward groups, animal welfare etc. Details about the CSR policy and
initiatives taken by the Company during the year are available on your company''s website
www.bhandariexDort.com The Report on CSR activities is given in Annexure-Bforming part of this Report.

CERTIFICATIONS

The Company has an innate desire and zeal to contribute towards the welfare and social uplifting of the
community. The Company continues to abide by its general Social Responsibility and maintain following
certifications:

BSCl (Business Social Compliance InitiativeJ CERTIFICATION

The Company heading towards good Corporate Social Responsibility also has s BSCl (Business Social
Compliance Initiative) Certification. European retail companies and associations have developed a common
monitoring system simplifying and standardizing the requirements and individual monitoring procedures.
The BSCl is based on the labour standards of the International Labour Organization (ILO) and other
important international regulations like the UN Charter for Human Rights, as well as on national
regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to
Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in
factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of
the Company in improving working conditions, social health, safety, welfare and good corporate practices.
The company would be able to get the confidence of EU based customers by ensuring good social compliance.

GOTS CERTIFICATION

Bhandari Hosiery Exports Limited is certified for compliance to GOTS, the worldwide leading textile
processing standard for organic fibres, including ecological and social criteria, backed up by independent
certification. It ensures organic status of textiles, from harvesting of the raw materials, through
environmentally and socially responsible manufacturing up to labelling in order to provide a credible
assurance to the end consumer. This certification enables Bhandari Hosiery Exports Limited to supply
certified organic garments to customers worldwide,

SEDEX CERTIFICATION

SMETA is the world''s most widely used audit. Businesses use SMETA to understand and make
improvements to working conditions and environmental performance in their business and supply chain.
Bhandari Hosiery Exports Limited got conducted Sedex Members Ethical Trade Audit and got certification.
The Audit was conducted to understand standards of labour, health and safety, environmental
performance, and ethics within own operations of the Company. The SMETA audit conducted by Bhandari
Hosiery Exports Limited ensures protection of workers from unsafe conditions, overwork, discrimination,
low pay, and forced labour.

SUBSIDIARY COMPANY/A SSOCIA TE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is
Available on the website of the Company at the link: www.bhandariexport.com

PARTICULARS OF THE EMPLOYEES

The information and other details required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration bf Managerial Personnel) Rules, 2014 is given in
the Statement annexed herewith at “Annexure- C".

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls.
For the year ended on 31^st March 2025, the Board is of the opinion that the Company has sound Internal
Financial Controls commensurate with the size, scale and complexity of its business operations. During the
year, such controls were tested and no material weakness in their operating effectiveness was observed.
The Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and/ or improved controls whenever the effect of such gaps would have a material effect
on the Company''s operations.

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be
forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ
materially from those stated in the statement. Important factors that could influence the Company''s
operations include global and domestic supply and demand conditions affecting selling prices of finished
goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws,
economic developments within the country and outside and other factors such as litigation and industrial
relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo
changes in future on the basis of subsequent developments, information or events.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by
them, in terms of the Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable
Indian accounting standards had been followed and there were no material departures;

b) 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 at the end of the financial year as at 31^st March 2025 and of the profit and loss of the
company for that period;

c) 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) the directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

EXTERNAL CREDIT RATING

During the, CRISIL Limited has reviewed the external credit rating of the company and gives credit rating of
CRISILBBB Stable.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance
with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in
this regard made by the Managing Director & Chairman of the Company forms part of this Annual Report.
The said code is available at the Company''s website i.e. www.bhandari export,com

GENERAL DISCLOSURES

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There is no proceeding pending under the Insolvency ;and Bankruptcy Code, 2016.

3. There was no instance of one time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the continued assistance and co-operation extended to
the Company by the Government of India, Government of Punjab, State Bank of India, South Indian Bank,
HDFC Bank and Union Bank of India, the large family of shareholders, business
associates/customers/buyers, the dedicated employees and all other business constituents, who are
continuing to assist your Company.

By Order of the Board of Directors
For Bhandari Hosiery Exports Limited

Place: Ludhiana Sd/-

Date: 24.07.25 Nitin Bhandari

Chairman & Mg. Director

---

Mar 31, 2024

Your Directors are pleased to present the 31^st Annual Report together with Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements (standalone) for the year ended March 31, 2024 as per Indian Accounting Standard (''IND AS'') notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time.

(Rs. in Lacs)
PARTICULARS	2023-24	2022-23
Total Income	26705.58	28331.13
Gross Profit before interest depreciation and tax	2537.87	2343.46
Less: Financial expenses	1119.49	1033.77
Less: Depreciation and preliminary exp. written off	544.85	520.68
PROFIT BEFORE TAX	873.53	789.01
Less: Provision for tax	(102.98)	(138.38)
PROFIT AFTER TAX	653.35	650.63
Other Comprehensive Income	(9.44)	(8.96)
Net profit available for equity shareholders	643.91	641.68
Add: Balance brought forward	5399.22	4842.36
Amount available for appropriation(s)	6043.13	5484.04
Appropriation:
-Proposed Dividend on Equity shares @ Rs. 0.01/- per Equity Share (i.e. 1%) (Refer Note (i) below )	14.65	14.65
- Right Issue Expenses	62.72	--
- Earlier years amount transferred	81.13	70.16
Balance carried to Balance Sheet	5884.64	5399.22
Note: (i) Proposed Dividend on Equity Share
Proposed Dividend for the year ended 31st March, 2024 @ Rs. 0.01/-per Equity Share (i.e. 1%)	14.65	14.65
"The Board of Directors of the Company has proposed final dividend of Rs. @ Rs. 0.01/- per Equity Share (i.e. 1%), which is subject to the approval by the shareholders at the ensuing Annual General Meeting. In accordance with the revised Indian Accounting Standard - ''Contingencies and Events occurring after the Balance Sheet Date'' (effective from 01.04.2016), proposed dividend for the year has not been recognized
as a distribution of profit in the current year''s accounts."

PERFORMANCE REVIEW

During the year 2023-24, your Company was able to achieve turnover of Rs. 26705.58 Lacs as against Rs. 28331.13 Lacs in the previous year, showing a decrease of 5.74% from the previous year. The Profits after Tax of the Company for the year ended 31.03.2024 has been at Rs. 653.35 Lacs as against Rs. 650.64 Lacs in the

previous year showing an increase in profit of 0.41% in comparison to the previous year.

EXPORTS

The Exports of the Company during the financial year were Rs 1234.02 Lacs as against Rs. 3494.54 Lacs in the previous year, showing the a decrease of 64.7% over the previous year.

SHARE CAPITAL

The issued and paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 16,34,38,061 /-comprising 16,34,38,061 fully paid Equity shares of Rs. 1/- each. During the year under review, the Company has raised its Share Capital by way of Rights Issue of 1,69,11,111 Equity shares of Rs.1/- each at a premium of Rs.3.50 per share and allotment was made on 20.10.2023 as approved by BSE i.e. Designated Stock Exchange.

DIVIDEND

Your directors are pleased to recommend the dividend of 1% i.e. Rs. 0.01/- per Share of face value Rs. 1/- for the year 2023-24, (Previous year 2022-23 @ 1% i.e. Rs. 0.01/- per share of face value of Rs. 1/- each.) subject to the approval of the shareholders at the ensuing Annual General Meeting. The Final Dividend, if declared, shall be distributed to the members within 30 days from the date of AGM.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, your company has been classified by the stock exchanges as small cap and hence this regulation does not apply to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The shareholders whose dividend has been transferred to the IEPF Authority can claim their dividend from the authority.

The unclaimed or unpaid dividend relating to the financial year 2016-2017 is due for remittance in the month of November, 2024 to Investor Education and Protection Fund established by the Central Government. The Company has already sent email / notices in due course to the members informing them to claim the Unclaimed Dividend / Shares before such transfer of dividend to the IEPF Authority.

During the year 2023-24, the unclaimed or unpaid dividend relating to the financial year 2015-2016 has been remitted to Investor Education and Protection Fund established by the Central Government. Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority.

TRANSFER TO RESERVES

The Company proposes to transfer amount to the general reserves of the Company.

(INR Lacs)
Particulars	Amount
Net Profit for the year	643.91
Balance of Reserves at the beginning of the year	5399.22
Share Premium Reserves	2151.64
General Reserves	288.05

Less: Appropriation of Profits	14.65
Less : Earlier years amounts transferred	81.13
Less : Right Issue Expenses	62.72
Balance of Reserves at the end of the Year	8324.33

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report.

CAPITAL EXPENDITURE AND EXPANSION

During the financial year 2023-24, the company has completed its expansion plan by adding rotary printing machine as forward integration at a total cost of Rs. 28.75 cr. The project had been financed by way of term loan of Rs. 19.14 cr. from State bank of India and promoters contribution by way of Right issue and internal accruals. The company has started trial run and commercial production in the month of March 2024.

FINANCE

The company has availed WCTL sanctioned under GECL extension scheme during FY 2022-23. During the Current FY 2023-24, the cash credit limits were availed to the extent of Rs. 69.55 cr. against the sanctioned limit of Rs. 78.00 cr. The Company continues to key focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

• Appointments

During the F.Y. 2023-24 following appointments/ re-appointment were made:

1. Ms. Komal Bhalla (DIN: 09106916) was appointed as the Independent Director of the Company for a term of 5 years w.e.f. 28^th August, 2023 to 27^th August, 2028. Her appointment was approved by members on its AGM held on 30^th September, 2023.

2. Mr. Deepak Sharma was appointed as Chief Financial Officer of the company w.e.f. 13^th December, 2023.

3. Ms Shilpa Tiwari was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 2^nd April, 2024.

• Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikas Nayar, Director, retires by rotation and is eligible for reappointment.

• Resignations

During the F.Y. 2023-24 following Resignations were made:

1. Ms. Geetika Bhalla (DIN: 08805488), Independent Director of the Company has resigned from the post of Independent Director w.e.f. 28^th August, 2023.

2. Mr. Daljeet Singh, Company Secretary & Compliance Officer of the company resigned from the post of Company Secretary & Compliance Officer w.e.f. 1^st April, 2024.

• Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

• Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meetings of the Independent Directors of the Company was held once during the year on 14.02.2024 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole.

• Nomination & Remuneration Policy

On the recommendation of the Nomination & Remuneration Committee, the board has already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. Salient feature of Nomination and Remuneration Policy are annexed herewith as Annexure A.

• Board Meetings

During the year, 9 Board Meetings and 8 Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

• Key Managerial Personnel

During the year 2023-24, the Company had three Key Managerial Personnel viz. Mr. Nitin Bhandari, Chairman & Managing Director, Mr. Deepak Sharma, Chief Financial Officer and Ms. Shilpa Tiwari, Company Secretary & Compliance Officer.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged for supply of materials if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or person and

c) Acquired by way of subscription purchase or otherwise, the securities of any other body corporate. The details of loans from Banks/FIs/ Directors, as required are given in Financial Statements and Notes thereto.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and established a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhandariexport.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - D".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is being placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party Transactions were entered. All other related party transactions entered into by the Company were in ordinary course of business and were on an arm''s length basis. Hence the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company''s website i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, (Firm Registration No. 000203N), had been appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting held on September 30, 2022 to hold office up to the conclusion of 34^th Annual General Meeting of the Company.

The Auditor''s report on the Annual Accounts of the Company for the year under review is self-explanatory and requires no comments. Further, there are no adverse remarks or qualifications in the report that calls for Board''s explanation.

During the year under review, there were no frauds reported by auditors under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

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 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - B

to this report.

The Board has re-appointed M/s Rajeev Bhambri & Associates, Company Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2024-25.

COST AUDITORS

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for mandatorily according to the size and nature of the business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

AUDITORS'' REPORT

The Auditors'' Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s Rajeev Bhambri & Associates, Practicing Company Secretary (C.P. No. 9491), Ludhiana Secretarial Auditors. The Company has appointed M/s V.V. Bhalla & Company, Chartered Accountants, (Membership No. 081198, Firm Registration No. 002928N) as the Internal Auditors.

LISTING OF SECURITIES

At present, the securities of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Listing Fees to the BSE and NSE upto the financial year 2024-25.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

Sr. No.	Category	No. of complaints during financial year 2023-24	No. of complaints pending as at end of year 2023-24
1.	Child labour/ forced labour/ involuntary labour	The Company does not hire Child Labour, Forced Labour or Involuntary Labour. No case reported	Not Applicable
2.	Sexual Harassment	No case reported	Not applicable
3.	Discriminatory employment	No case reported	Not applicable

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Audited Financial Statements of the Company for the year 2023-24, the provisions of Section 135, read with Schedule VII and Companies (Corporate Social Responsibility) Rules, 2014 of the Companies Act, 2013, has become applicable to the Company. So in accordance with the provisions of Section 135 of the Companies Act, 2013 read with schedule VII of the Said Act and further read Companies (Corporate Social Responsibility) Rules, 2014, "Corporate Social Responsibility Committee" had been constituted w.e.f.

28.05.2016 consisting of following persons as Members/ Chairman:

Sr. No.	Name of The Director	Designation
1.	Mr. Nitin Bhandari (Chairman & Managing Director)	Chairman
2.	Mr. Vikas Nayar (Director)	Member
3.	Mr Surinder Kumar Kapoor (Independent Director)	Member

During the year 2023-24, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2023-24 was made. The activities included promoting health care including preventive health care, improvement in education which includes special education and employment strengthening vocation skills among children, women, elderly and the differently-abled and livelihood enhancement projects, facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups, animal welfare etc. Details about the CSR policy and initiatives taken by the Company during the year are available on your company''s website www.bhandariexport.com. The Report on CSR activities is given in Annexure-E forming part of this Report.

CERTIFICATIONS

The Company has an innate desire and zeal to contribute towards the welfare and social uplifting of the community. The Company continues to abide by its general Social Responsibility and maintain following certifications:

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility also has s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charter for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good corporate practices. The company would be able to get the confidence of EU based customers by ensuring good social compliance.

GOTS CERTIFICATION

Bhandari Hosiery Exports Limited is certified for compliance to GOTS, the worldwide leading textile processing standard for organic fibres, including ecological and social criteria, backed up by independent certification. It ensures organic status of textiles, from harvesting of the raw materials, through environmentally and socially responsible manufacturing up to labelling in order to provide a credible assurance to the end consumer. This certification enables Bhandari Hosiery Exports Limited to supply certified organic garments to customers worldwide.

SEDEX CERTIFICATION

SMETA is the world''s most widely used audit. Businesses use SMETA to understand and make improvements to working conditions and environmental performance in their business and supply chain. Bhandari Hosiery Exports Limited got conducted Sedex Members Ethical Trade Audit and got certification. The Audit was conducted to understand standards of labour, health and safety, environmental performance, and ethics within own operations of the Company. The SMETA audit conducted by Bhandari Hosiery Exports Limited ensures protection of workers from unsafe conditions, overwork, discrimination, low pay, and forced labour.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as of 31^st March 2024 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 and forming part of the report is placed at the website of the Company as per provisions of Section 134 [3][a] of the Companies Act, 2013.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act and Actuarial Valuation report has been obtained as per IND AS 19 for Retirement Benefits Schemes as on Mar 31, 2024.

PARTICULARS OF THE EMPLOYEES

The information and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at "Annexure- C".

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on 31^st March 2024, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company''s operations.

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company''s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, in terms of the Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that :

a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable Indian accounting standards had been followed and there were no material departures;

b) 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 at the end of the financial year as at 31^st March 2024 and of the profit and loss of the company for that period;

c) 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) the directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

EXTERNAL CREDIT RATING

During the, CRISIL Limited has reviewed the external credit rating of the company and gives credit rating of CRISIL BBB- Stable.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director & Chairman of the Company forms part of this Annual Report. The said code is available at the Company''s website i.e. www.bhandariexport.com.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, South Indian Bank, HDFC Bank and Union Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

---

Mar 31, 2018

To

The Members,

BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 25^th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS	2017-18	2016-17
Turnover	24,842.96	21381.21
GROSS PROFIT before interest depreciation and tax	1752.07	1306.88
Less: Financial expenses	746.98	471.08
Less: Depreciation and preliminary exp. written off	414.02	307.18
PROFIT BEFORE TAX	591.07	528.62
Less: Provision for tax	-95.37	-108.25
PROFIT AFTER TAX	495.70	420.37
Add: Balance brought forward	2592.19	2170.05
Less : Previous Years amounts transferred	24.67	1.77
Amount available for appropriation(s)	3063.21	2592.19
Appropriation:
-Proposed Dividend on Equity shares @ Rs. 0.01/- per Equity Share (i.e. 1 %) (Refer Note (i) below )	14.65	-
-Tax on Proposed Dividend	2.98	-
Balance carried to Balance Sheet	3045.58	2592.19
Note: (i) Proposed Dividend on Equity Share
Proposed Dividend for the year ended 31st March, 2018 @ Rs. 0.01/- per Equity Share (i.e. 1 %)	14.65	14.65
Dividend Distribution Tax on proposed dividend	2.983	2.983
“The Board of Directors of the Company has proposed final dividend of Rs. @ Rs. 0.01/- per Equity Share (i.e. 1 %), which is subject to the approval by the shareholders at the ensuing Annual General Meeting. In accordance with the revised Indian Accounting Standard - ‘Contingencies and Events occurring after the Balance Sheet Date’ (effective from 01.04.2016), proposed dividend for the year and Corporate Dividend Tax thereon has not been recognized as a distribution of profit in the current year’s accounts.”

PERFORMANCE REVIEW

Your Company recorded a very good performance in terms of increased turnover as well as increased profitability. During the year 2017-18, your Company was able to achieve turnover of Rs. 24842.96 Lacs as against Rs. 21381.21 Lacs in the previous year, showing an increase of 16.19% over the previous year. The Profits after Tax of the Company for the year ended 31.03.2018 has been Rs.495.70 Lacs as against Rs.420.37 Lacs in the previous year showing an increase of 17.92% over the previous year.

EXPORTS

The Exports of the Company for the financial year ended 31^st March, 2018 were to the tune Rs 1548.92 Lacs as against Rs. 1282.34 Lacs in the previous year, showing an increase of 20.78% over the previous year.

SHARE CAPITAL

The issued and paid up Equity Share Capital of the Company as on March 31, 2018 was Rs. 14,65,26,950/comprising 14,65,26,950 fully paid Equity shares of Rs. 1/- each. During the year under review, the Company has not issued any equity shares/ shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares. There were no additions/reductions during the financial year 2017-18, in share capital of the Company by way of Public/ Rights/Bonus/preferential issues/ buy back , conversions etc. or any other changes.

DIVIDEND

Your directors recommend a dividend of 1% i.e. Rs. 0.01/- per Share of face value Rs. 1/- for the year 201718, (Previous year 2016-17 @ 1% i.e. Rs. 0.01/- per share of face value of Rs. 1/- each.), subject to the approval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The un-encashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 had already been duly transferred to the Investor Education and Protection Fund. There are no other such amounts requiring transfer to Investor Education and Protection Fund during the year 2017-18. . Further after year 2006-07, the Company has declared the dividends for the year 2014-15 @1% i.e. Rs. 0.1/- per equity share of the face value of Rs. 10/each , then for the year 2015-16 again @ 1% i.e. 0.01 per equity share of face value of Rs. 1/- each and then for the year 2016-17 again @ 1% i.e. 0.01 per equity share of face value of Rs. 1/- each. Dividends that remain unclaimed / unpaid for a period of seven (7) years from the date on which they were declared, are required to be transferred to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors’ Report and forms part of this Report.

CAPITAL EXPENDITURE AND EXPANSION

As at 31^st March,2018 the gross fixed assets stood at Rs75.53 Crores and net fixed assets Rs. 56.25 Crores. During the year under review, the Company undertook its second phase of expansion in dyeing and fabric processing unit by installing imported high technology fabric dyeing machines, fabric stenter , circular knitting machines, automatic color mixing and dispenser machine, collar knitting machines, high power brushing machines and heat recovery unit. The Company also undertook implementation of RO/ZLD Plant with a view to save water and make industry more environment friendly. The capital expenditure in the said expansion and modernization amounted to Rs. 14.75 crores during the financial year 2017-18.

FINANCE

Fresh long term debt was raised during the year which consisted of fresh term loan of Rs. 8.09 crores. However, existing term debts to the extent of Rs. 5.16 crores were repaid. The Cash Credit Limits were availed to the extent of Rs. 54.63 Crores during Financial year 2017-18. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

(i) Appointments

There were no fresh/additional appointments to Board of Directors, during the financial year 2017-18, except for approval to appointments as stated above. Also, Mr. Arpit Jain was appointed as the Company Secretary w.e.f. 23.04.2018 and as Key managerial personnal

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Nitin Bhandari, Director , retires by rotation and is eligible for reappointment.

(iii) Resignations

Mr. Gurinder Singh Makkar, Company Secretary resigned w.e.f 31^st March,2018.

(iv) Re-appointment

The Board of Directors, have, in their Meeting held on 29.05.2017 re-appointed as recommended by Nomination and Remuneration Committee., and further Members approval was granted to re-appoint him as Chairman Cum Mg. Director and CEO of the Company for a period of 3 year w.e.f 22.11.2017.

(v) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meeting of the Independent Directors of the Company was held once during the year on 14.11.2017 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole .

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(viii) Board Meetings

During the year, 6 Board Meetings and 6 Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

(ix) Key Managerial Personnel

During the year 2017-18, the Company had three Key Managerial Personnel viz. Mr. Nitin Bhandari, Chairman & Managing Director & CEO, Mr. Manoj Kumar, Chief Financial Officer and Mr. Gurinder Makkar, Company Secretary.

On 31^st March,2018 Mr. Gurinder Makkar resigned and Mr. Arpit Jain was appointed as Company Secretary w.e.f. from 23^rd April, 2018

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly - a) given any loan to any person or other body corporate other than usual advances envisaged for supply of materials if any, b) given any guarantee or provided security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate. The details of loans from Banks/FIs/ Directors, as required are given in Financial Statements and Notes thereto.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhandariexport.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as “Annexure - C”.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm"s length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is being placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party Transactions were entered. All other related party transactions entered into by the Company were in ordinary course of business and were on an arm’s length basis.. Hence the Company is not required to disclose details of the related party transactions in Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company’s website i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s Krishan Goel & Associates , Chartered Accountants, Statutory Auditors of the Company, had been appointed as the Statutory Auditors of the Company in the 24^th Annual General Meeting to hold office until the conclusion of 29^th Annual General Meeting subject to ratification of their appointment in every Annual General Meeting. The Shareholders at the ensuing General Meeting will consider ratification of the appointment of the Statutory Auditor. The Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

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 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - A to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

COST AUDITORS

Pursuant to Section 148(1) of the Companies Act,2013 the Company is required to maintain the Cost Accounts of the Company and further, the Board of Directors, on the recommendation of Audit Committee, approved the appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana (Firm Registration No. 00102), as the Cost Auditors of the company for the year 2018-19 at a remuneration of Rs. 30000/- plus out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. . For the year 2018-19, the Cost Audit report shall be duly filed within prescribed time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

AUDITORS’ REPORT

The Auditors’ Report is self-explanatory and do not call for further comments as there are no adverse remarks n the Auditors’ Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s Rajeev Bhambri & Associates, Practicing Company Secretary ( C.P. No. 9491), Ludhiana Secretarial Auditors. The Company has appointed M/s Parveen Malhotra & Co., Chartered Accountants, (Membership No. 086625, Firm Registration No. 023396N ) as the Internal Auditors.

LISTING OF SECURITIES

At present, the securities of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Listing Fees to the BSE and NSE upto the financial year 2017-18.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT. CHILD LABOUR ETC.

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

Sr. No.	Category	No. of complaints during financial year 2017-18	No. of complaints pending as at end of year 2017-18
1	Child labour/forced labour/involuntary labour	The Company does not hire Child Labour, Forced Labour or Involuntary Labour. No case reported	Not Applicable
2	Sexual Harassment	No case reported	Not applicable
3	Discriminatory employment	No case reported	Not applicable

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Audited Financial Statements of the Company for the year 2015-16, the provisions of Section 135 read with Schedule VII and Companies Corporate Social Responsibility) Rules, 2014 of the Companies Act, 2013 has become applicable to the Company with effect from financial year 2017-18. So in accordance with the provisions of Section 135 of the Companies Act, 2013 read with schedule VII of the Said Act and further read Companies (Corporate Social Responsibility) Rules, 2014, “Corporate Social Responsibility Committee” had been constituted w.e.f. 28.05.2016 consisting of following persons as Members/ Chairman :

SR.	NAME OF THE DIRECTOR	DESIGNATION
1	MR. NITIN BHANDARI (CHAIRMAN & MG. DIRECTOR)	CHAIRMAN
2	Ms. MANMEET SIKKA (INDEPENDENT DIRECTOR)	MEMBER
3	MR. VIKAS NAYAR (DIRECTOR)	MEMBER

During the year 2017-18, the Company had identified certain projects/activities on which the CSR expenditure for the financial year 2017-18 was made. The activities included promoting health care including preventive health care, facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups, animal welfare etc. Details about the CSR policy and initiatives taken by the Company during the year are available on your company’s website www.bhandariexport.com. The Report on CSR activities is given in Annexure-E forming part of this Report.

CERTIFICATIONS

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its general Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company’s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company’s commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs -Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it’s supply chain on the company’s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on “securing company’s supply chains with regards to terrorism.” It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company’s Risk Management System and Safety and Security procedures adopted.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure -D”.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 8.5 lacs per month or Rs. 1.02 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the these specified amounts. So this information is NIL.

The information and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at “Annexure- B” .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls . For the year ended on March 31, 2018, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company’s operations.

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, in terms of the Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that :

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Indian accounting standards had been followed and there were no material departures;

b) 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 at the end of the financial year as at March 31, 2018 and of the profit and loss of the company for that period;

c) 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) the directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Mg. Director & CEO of the Company forms part of this Annual Report. The said code is available at the Company’s website i.e. www.bhandariexport.com.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

For and on behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 14.08.2018 Chairman & Managing Director

---

Mar 31, 2016

DIRECTORS'' REPORT

To The Members, BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 23^rd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2016

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS	2015-16	2014-15
Turnover	19868.75	12496.50
GROSS PROFIT before interest depreciation and tax	1528.31	802.70
Less: Financial expenses	677.16	376.64
Less: Depreciation and preliminary exp. written off	302.84	126.52
PROFIT BEFORE TAX	548.31	299.54
Less: Provision for tax	-141.50	-80.43
PROFIT AFTER TAX	406.81	219.11
Add: Balance brought forward	1835.06	1633.59
Less : Previous Years amounts transferred	-54.18
Amount available for appropriation(s)	2187.69	1852.70
Appropriation:
-Proposed Dividend on Equity shares @ Rs. 0.01/- per Equity Share (i.e. 1%)	14.65	14.65
-Tax on dividend @ 20.36%	2.983	2.983
Balance carried to Balance Sheet	2170.05	1835.06

PERFORMANCE REVIEW

Your Company recorded a very good performance in terms of increased turnover as well as increased profitability. During the year 2015-16, your Company was able to achieve turnover of Rs. 19868.75 Lacs as against Rs. 12496.50 Lacs in the previous year, showing a substantial increase of 59% over the previous year. The Profits after Tax of the Company for the year ended 31.03.2016 has been Rs.406.81 Lacs as against Rs. 219.11 Lacs in the previous year showing an increase of 85.66% over the previous year.

EXPORTS

The Exports of the Company for the financial year ended 31^st March, 2016 were to the tune of Rs. 798.76 Lacs as against Rs. 1390.49 Lacs in the previous year.

SHARE CAPITAL/ SUB-DIVISION OF EQUITY SHARES

During the year under review, the Company has not issued any equity shares/ shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares.

There were no additions/reductions during the financial year 2015-16, in share capital of the Company by way of Public/ Rights/Bonus/preferential issues/ buy back , conversions etc. or any other changes except for subdivision of one Equity share of face value of Rs. 10/- each into 10 shares of face value of Rs. 1/- each, in accordance with the Special Resolution of the Shareholders of the Company passed on 29.01.2016. As a result the paid up equity share capital of the Company stand sub-divided into 14,65,26,950 equity shares of the face value of Rs. 1/- each. The Authorized Share capital of the Company has been sub-divided to 25 Crore equity shares of face value of Rs. 1/- each totaling into Rs. 25 crore Authorized Share Capital.

REVISION IN FINANCIAL STATEMENTS

The Financial Statement were approved by the Board of Directors in its meeting held on 28^th May 2016. However to recommend payment of dividend for the financial year 2015-16, the Board of Directors reconsidered and approved the Financial Statements in its meeting held on 22^nd July 2016. There were no other changes/corrections/revision made to financial results/statements except for giving effect to recommendation and payments of dividends for the year 201516.

DIVIDEND

Your directors recommend a dividend of 1% i.e. Rs. 0.01 per Share of face value Rs. 1/- for the year 2015-16, (Previous year 2014-15 @ 1% i.e. Rs. 0.10 per share of face value of Rs. 10/- each.), subject to the approval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 had already been duly transferred to the Investor Education and Protection Fund. There are no other such amounts requiring transfer to Investor Education and Protection Fund during the year 2015-16.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report. CAPITAL EXPENDITURE

As at 31st March 2016 the gross fixed assets stood at Rs. 53.64 Crores and net fixed assets Rs. 40.79 Crores. Additions during the year amounted to Rs. 0.43 crores to plant and machinery.

FINANCE

No Fresh long term debt was raised during the year. However, existing term debts to the extent of Rs. 2.53 crores were repaid. The Cash Credit Limits were availed to the extent of Rs. 38.63 Crores during Financial year 2015-16. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

(i) Appointments

Mr. Arun Kumar Oberoi was appointed as Additional Director / Independent Director w.e.f. 22.07.2016 to hold office up to the ensuing Annual General Meeting. He is proposed to be appointed as Independent Director , subject to the approval of the Members at the ensuing annual General Meeting for a period up to 31^st March, 2019.

During the year 2015-16, the appointment of Ms. Manmeet Sikka (DIN 07135079), as Director/Woman Director of the Company in the category of Independent Directors was approved at 22^nd Annual General Meeting for a period up to 31.03.2019.

Further, the appointment of Shri Nitin Bhandari was as Chairman & Mg. Director and CEO of the Company for a period of 3 years w.e.f. 22.11.2014 was also approved at the 22^nd Annual General Meeting held on 29.09.2015.

There were no fresh/additional appointments to Board of Directors except for approval to appointments as stated above.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Vikas Nayar, Director , retires by rotation and is eligible for reappointment.

(iii) Resignations

None of the Directors resigned from Board of Directors of the Company during the year 2015-16. However after the close of Financial Year 2015-16, Mr. Ashish Thapar, Independent Director resigned on 12.08.2016.

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

(v) Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, a Separate Meeting of the Independent Directors of the Company was held once during the year on 02.11.2015 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole .

(vi) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vii) Board Meetings

During the year, 10 Board Meetings and 6 Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

(viii) Key Managerial Personnel

During the year 2015-16, the Company had three Key Managerial Personnel viz. Mr. Nitin Bhandari, Chairman & Managing Director & CEO, Mr. Surinder Kumar, Chief Financial Officer (up to 15.04.2015) and Mr. Gurinder Makkar, Company Secretary. On 15^th April, 2015, Shri Surinder Kumar resigned and Shri Manoj Kumar was appointed as CFO of the Company in place.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly - a) given any loan to any person or other body corporate other than usual advances envisaged for supply of materials if any, b) given any guarantee or provided security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate. The details of loans from Banks/FIs/ Directors, as required are given in Financial Statements and Notes thereto.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhandariexport.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as “Annexure - C”.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''''s length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party Transactions were entered. All other related party transactions entered into by the Company were in ordinary course of business and were on an arm''s length basis.. Hence the Company is not required to disclose details of the related party transactions in Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company''s website i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, had been appointed as Statutory Auditors of the Company for a period of 3 years at the last annual general meeting held on

29.09.2015 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

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 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - A to this report. No adverse comments have been made in the sand report by the Practicing Company Secretary.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana (Firm Registration No. 00102), as the Cost Auditors of the company for the year 2016-2017 at a remuneration of Rs. 30000/- plus out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM.

For the Financial Year 2014-15, Company was not required to appoint Cost Auditors. With the new Cost Audit Rules, now the Company was again required to appoint Cost Auditor for the Financial Year 2015-16. The Board on the recommendation of Audit Committee, had appointed M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana (Firm Registration No. 00102), as Cost Auditors for the Financial Year 2015-16 and the remuneration of the Cost Auditor has been proposed to be approved by the members in the Annual General Meeting . For the year 2015 16, the Cost Audit report shall be duly filed within prescribed time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report.

EXPANSION

The Company has completed expansion and modernization in fabric, dyeing and boiler division. The Company has plans to further expand its fabric dyeing and finishing capacity and also to set up yarn dying within premises as a part of ongoing expansion and modernization programme.

AUDITORS'' REPORT

The Auditors'' Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s Rajeev Bhambri & Associates, Practicing Company Secretary ( C.P. No. 9491), Ludhiana Secretarial Auditors. The Company has appointed M/s Parveen Malhotra & Co., Chartered Accountants, (Membership No. 086625, Firm Registration No. 023396n ) as the Internal Auditors

LISTING OF SECURITIES

The securities of the Company are listed only on BSE Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the Listing Fees to the BSE up to the financial year 2016-17

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

Sr.	Category	No. of complaints during financial year 2015-16	No. of complaints pending as at end of year 2015-16
1	Child labour/forced labour/involuntary labour	The Company does not hire Child Labour, Forced Labour or Involuntary Labour. No case reported	Not Applicable
2	Sexual Harassment	No case reported	Not applicable
3	Discriminatory employment	No case reported	Not applicable

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions with respect to Corporate Social Responsibility and constitution of CSR Committee were not applicable to the Company for the financial year 2015-16 as the Company was not covered under any of the applicability criteria set under Section 135 and Schedule VII of the Companies Act, 2013 read with as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014. So for the financial year 2015-16, the Company was not required to form Corporate Social Responsibility Committee or to make expenditure in pursuance to Corporate Social Responsibility. However as per the Audited Financial Statements of the Company for the year 2015-16, the provisions of Section 135 read with Schedule VII and Companies Corporate Social Responsibility) Rules, 2014 of the Companies Act, 2013 has become applicable to the Company with effect from financial year 2016-17. So in accordance with the provisions of Section 135 of the Companies Act, 2013 read with schedule VII of the Said Act and further read Companies (Corporate Social Responsibility) Rules, 2014, “Corporate Social Responsibility Committee” has been constituted w.e.f. 28.05.2016 consisting of following persons as Members/ Chairman :

SR.	NAME OF THE DIRECTOR	DESIGNATION
1	MR. NITIN BHANDARI (CHAIRMAN & MG. DIRECTOR)	CHAIRMAN
2	Ms. MANMEET SIKKA (INDEPENDENT DIRECTOR)	MEMBER
3	MR. VIKAS NAYAR (DIRECTOR)	MEMBER

CERTIFICATIONS

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community.

The Company continues to abide by its general Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company''s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company''s commitment to environmental, health and safety processes is practiced by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance. 2Q

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of its supply chain on the company''s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on “securing company''s supply chains with regards to terrorism.” It has no doubt it’s imperative benefits as the Foreign buyer get more relied about the Company''s Risk Management System and Safety and Security procedures adopted.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure - D”. GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 8.5 lacs per month or Rs. 1.02 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the these specified amounts. So this information is NIL.

The information and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at “Annexure- B” .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls . For the year ended on March 31, 2016, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company''s operations.

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company''s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, in terms of the Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that :

a) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed and there were no material departures;

b) 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 at the end of the financial year as at March 31, 2016 and of the profit and loss of the company for that period;

c) 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) the directors had prepared the annual accounts on a going concern basis;

e) 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. 21

f) 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.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Mg. Director & CEO of the Company forms part of this Annual Report. The said code is available at the Company''s website i.e. www.bhandariexport.com.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

For and on behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 12.08.2016 Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2014-15 2013-14

Turnover 12496.50 11153.09

GROSS PROFIT before interest depreciation and tax 802.70 811.94

Less: Financial expenses 376.64 413.62

Less: Depreciation and preliminary exp. written off 126.52 119.56

PROFIT BEFORE TAX 299.54 278.76

Less: Provision for tax -80.43 81.09

PROFIT AFTER TAX 219.11 197.67

Add: Balance brought forward 1633.59 1435.92

Amount available for appropriation(s) 1852.70 1633.59

Appropriation:

-Proposed Dividend on Equity shares @ Rs. 0.10/- per Equity Share (i.e. 1%) 14.65

-Tax on dividend @ 20.36% 2 983 -

Balance carried to Balance Sheet 1835.06 1633.59

PERFORMANCE REVIEW

Despite challenging global and Indian scenario, your Company recorded a very good performance in terms of increased turnover as well as increased profitability. During the year 2014-15, your Company was able to achieve turnover of Rs. 12496.50 Lacs as against Rs. 11153.09 Lacs in the previous year, showing an increase of 12.05% over the previous year. The Profits after Tax of the Company for the year ended 31.03.2015 has been Rs. 219.11 Lacs as against Rs. 197.67 Lacs in the previous year showing an increase of 10.85% over the previous. The Exports of the Company for the financial year ended 31.03.2015 were to the tune of Rs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

EXPORTS

The Exports of the Company for the financial year ended 31.03.2015 were to the tune of Rs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

REVISION IN FINANCIAL STATEMENTS

The Financial Statement were approved by the Board of Directors in its meeting held on 29th May 2015, however upon observing some arithmetical errors in calculation of depreciation and some other expenses in the Audited Financial Statements and to recommend payment of dividend for the financial year 2014-15, the Board of Directors reconsidered and approved the Financial Statements in its meeting held on 22nd July 2015.

DIVIDEND

Your directors recommend a dividend of 1% (Rs. 0.10 per Share of face value Rs. 10/-) for the year 2014-15, (Previous year 2013-14- Nil)), subject to the approval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 became due for transfer to the Investor Education and Protection Fund in April, 2014. The company has accordingly transferred all amounts of unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with BSE Ltd. (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 is Rs. 14.65 Crores. During the year under review, the Company has not issued any equity shares/ shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares.

CAPITAL EXPENDITURE

As at 31st March 2015 the gross fixed assets stood at Rs. 53.49 Crores and net fixed assets Rs. 43.57 Crores. Additions during the year amounted to Rs. 23.49 Crores to plant & machinery and other assets amounted to Rs. 1.16 crores.

FINANCE

Fresh long term debt for Rs. 17.16 Crores was raised during the year. However, existing term debts to the extent of Rs. 0.52 crores were repaid. The Cash Credit Limits were enhanced from Rs. 26.50 Crores to Rs. 39.50 Crores during Financial year 2014-15 and the limits were availed to the extent of Rs. 28.38 Crores. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

(i) Appointments

The Board of Directors has appointed Ms. Manmeet Sikka (DIN 07135079), as Additional Director/Woman Director of the Company in the category of Independent Directors with effect from 25.03.2015. Ms. Manmeet Sikka, subject to approval of the shareholders in the ensuing Annual General Meeting, is proposed for appointment as Independent Directors for a period upto 31.03.2019. Further details of the above Director are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual Report.

Further, Shri Nitin Bhandari was re-appointed as Chairman & Mg. Director and CEO of the Company for a period of 3 years w.e.f. 22.11.2014 , by the Board of Directors of the Company , subject to the approval of Members of the Company at ensuing Annual General Meeting. So his appointment as such has been proposed for consideration and approval of Members of Company. Further details in this respect are given in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual Report.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Nitin Bhandari, Director , retires by rotation and is eligible for reappointment.

(iii) Resignations

During the year under review, Shri Manmohan Sikka, Independent Director resigned from Board of Directors of the Company .

(iv) Declarations 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 Clause 49 of the Listing Agreement.

(v) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(vi) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vii) Board Meetings

During the year, 6 Board Meetings and 5 Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

(viii) Key Managerial Personnel

During the year 2014-15, the Company had three Key Managerial Personnel viz. Mr. Nitin Bhandari, Chairman & Managing Director & CEO, Mr. Surinder Kumar, Chief Financial Officer and Mr. Gurinder Makkar, Company Secretary. On 15th April, 2015, Shri Surinder Kumar resigned and Shri Manoj Kumar has been appointed as CFO of the Company in place.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly - a) given any loan to any person or other body corporate other than usual advances envisaged for supply of materials if any, b) given any guarantee or provided security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act,

2013 read with Companies (Acceptance of Deposit) Rules, 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhandariexport.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - C".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm"s length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. During the year under reference, no Material Related Party Transactions were entered in terms of the proviso to revised Clause 49 VII C of the Listing Agreement. Hence the Company is not required to disclose details of the related party transactions in Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is hosted on the Company's website i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, had been appointed as Statutory Auditors of the Company for a period of 3 years at the last annual general meeting held on

29.09.2014 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. As required under Clause 41 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

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 had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - A to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

COST AUDITORS

For the Financial Year 2014-15, Company was not required to appoint Cost Auditors. With the new Cost Audit Rules, now the Company was again required to appoint Cost Auditor for the Financial Year 2015-16. The Board on the recommendation of Audit Committee, has appointed M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana (Firm Registration No. 00102), as Cost Auditors for the Financial Year 2015-16 and the remuneration of the Cost Auditor has been proposed to be approved by the members in the Annual General Meeting .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report.

EXPANSION

The Company has made expansion and modernization in fabric, dyeing and boiler division. The Company has plans to set up yarn dying within premises as a part of ongoing expansion and modernization programme.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed Secretarial Auditors as well as Internal Auditors for the year 2015-16.

LISTING OF SECURITIES

The securities of the Company are listed only on BSE Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the Listing Fees to the BSE upto the financial year 2015-16

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015 is annexed at the end of Financial Statements.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT. CHILD LABOUR ETC.

Sr. Category No. of complaints during financial year 2014-15

1 Child labour/forced The Company does not hire Child labour/involuntary Labour, Forced Labour or labour Involuntary Labour. No case reported

2 Sexual Harassment No case reported

3 Discriminatory No case reported employment

Sr. Category No. of complaints pending as at end of year 2014-15

1 Child labour/forced Not Applicable labour/involuntary labour

2 Sexual Harassment Not applicable

3 Discriminatory Not applicable employment

CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility and constitution of CSR Committee are not applicable to the Company in view of applicability criteria set under Section 135 and Schedule VII of the Companies Act, 2013 read with as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

However the Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its general Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - D".

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2014-15. So this information is NIL.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at "Annexure- B" .

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments 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 March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and adequately protected.

DECLARATION REGARDING CODE OF CONDUCT

All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct of the Company for the year ended 31st March, 2015 and a declaration to that effect signed by the Chairman & Managing Director is attached and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

For and on behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari) Date : 10.08.2015 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014

* FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2013-14 2012-13

Turnover 11153.09 9652.54

GROSS PROFIT before interest 811.94 831.47 depreciation and tax

Less: Financial expenses 413.62 290.13

Less: Depreciation and preliminary 119.56 107.93 exp. written off

PROFIT BEFORE TAX 278.76 433.41

Less: Provision for tax 81.09 145.64

PROFIT AFTER TAX 197.67 287.77

Add: Balance brought forward 1435.92 1148.15

Amount available for appropriation(s) 1633.59 1435.92

Balance carried to Balance Sheet 1633.59 1435.92

* PERFORMANCE REVIEW

During the year under review, the business and economic environment in India and other emerging countries remained challenging. The GDP growth rate dipped below 5%, amongst the lowest levels in a decade. The year witnessed several volatile events like significant depreciation of the rupee, burgeoning current account deficit, weakening and uncertain demand, elevated inflation and interest rates all of which lead to declining business confidence.

Despite the continued headwinds and sluggish markets your Directors are pleased to inform you that during the financial year ended 31st March, 2014 , your company achieved an all time high performance in turnover.. During the year 2013-14, your Company was able to achieve turnover of Rs. 11153.09 Lacs as against Rs. 9652.54 Lacs in the year 2012-13. The Profits after Tax of the Company for the year ended 31.03.2014 has been Rs. 197.67 Lacs as against Rs. 287.77 Lacs in the previous year

* EXPORTS

The Exports of the Company for the financial year ended 31.03.2014 were to the tune of Rs. 1714.67 Lacs as against Rs. 2233.70 Lacs in the previous year.

* OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India''s Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India''s industrial production, 4% to the GDP and 17% to the country''s export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector.

Textiles sector of India did remarkably well in an otherwise dull exports scenario in year 2013-14. Textile exports were worth $30.37 billion in year 2013-14, up from $26.36 billion in the previous year - a growth of 15.24 per cent, compared to a decline of 3.11 per cent in year 2012-13. All major segments in the sector grew at a healthy rate. Readymade garments, which accounts for nearly half of all textile exports at $14.93 billion, grew 15.53 per cent. Cotton yarn and fabrics grew 18 per cent to $8.88 billion, while manmade textiles grew nearly 13 per cent to $5.69 billion. The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. The textile industry is expected to reach USD 223 billion by 2021.

During the year under review, the overall business and economic environment in India and other emerging countries remained challenging. The GDP growth rate dipped below 5%, amongst the lowest levels in a decade. The year witnessed several volatile events like significant depreciation of the rupee, burgeoning current account deficit, weakening and uncertain demand, elevated inflation and interest rates; all of which lead to declining business confidence. However, your company achieved a growth of 15.55% in total income from operations despite the continued headwinds.

The erstwhile Government initiated some steps to kick start manufacturing growth with reduction in excise duty on automobiles, high priority for faster clearance of projects etc. Steps were also taken to rein in the current account deficit by increasing import duty on Gold. But except some respite, there was no significant pick up in the pace of growth.

The Lok Sabha elections in May 2014 were a much awaited event and the country voted decisively in favor of National Democratic Alliance underscoring the wants and hopes of a nation for good governance and a growth oriented policy framework. There is a sense of optimism across the country and the newly formed government has the responsibility to deliver on its promise of stimulating growth.

A revival in economic sentiment driven by increase in manufacturing output along with job creation and an easing inflationary environment would be crucial for supporting and sustaining growth in discretionary consumer spending.

The apparel industry is amongst the oldest and the largest industries in India. The trend from stitched garments to ready to wear and from unbranded to branded apparel is well established and growing. Viewed from the retailing space the apparel market is the second largest category after food and groceries.

* DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

* TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividend amount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 became due for transfer to the Investor Education and Protection Fund in April, 2014. The company has accordingly transferred all amounts of unencashed dividend amount remaining unclaimed and due for transfer to the Investor Education and Protection Fund.

* CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors'' Report.

* MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report.

* DIRECTORS

In accordance with the Companies Act, 2013, Sh. Vikas Nayar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

In terms of the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Manmohan Sikka and Mr. Ashish Thapar as Independent Directors for a term of upto 31 March 2019. Further, the Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub Section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Sock Exchange.

* AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. , It is proposed to reappoint them to hold office from the conclusion of this 21st Annual General Meeting (AGM) till the conclusion of the 24th Annual General Meeting to be held in 2017, subject to ratification of reappointment by the members at every AGM held after this AGM, in accordance with the provisions of Companies Act, 2013. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

* AUDITORS'' REPORT

The notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

* COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, were appointed by the company as Cost Auditors for the financial year 2013-14 to carry out duties contemplated under said Act. For the year 2012-13, the Cost Audit Report of the Company was required to be filed with the Ministry of Corporate Affairs within 180 days of the close of Financial year 2012- 13, which the Company has duly filed in September, 2013. For the year 2013-14, the Cost Audit Report shall also be duly filed within prescribed time.

* APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act, 2013, appointed Secretarial Auditors as well as Internal Auditors for the year 2014-15.

* LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2014-15.

* INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

* CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2014 is annexed at the end of Financial Statements.

* RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

* DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

Sr. Category No.of complaints during No. of no financial year 2013-14 complaints pending As at end of year 2013-14

1 Child labour/ The Company does not hire Not Applicable forced labour/ Child Labour,Forced Labour involuntary or Involuntary Labour. labour No Reported Case.

2 Sexual Harassment No reported case Not Applicable

3 Discriminatory No reported case Not Applicable employment

* CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company''s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company''s commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals,

Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it''s supply chain on the company''s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company''s supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company''s Risk Management System and Safety and Security procedures adopted.

* SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

* FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

* GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

* CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

* PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

* DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2014 and profit of the Company for the year ended 31st March, 2014.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

* DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31st March 2014.

* ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors Sd/- Place : Ludhiana (Nitin Bhandari) Date : 27.08.2014 Chairman & Managing Director

---

Mar 31, 2013

To The Members of BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 20th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2012-13 2011-12

Turnover 9652.54 9845.17

GROSS PROFIT before interest depreciation and tax 831.47 910.19

Less: Financial expenses 290.13 376.61

Less: Depreciation and preliminary ex p. written off 107.93 80.13

PROFIT BEFORE TAX 433.41 453.45

Less: Provision for tax 145.64 147.48

PROFIT AFTER TAX 287.77 305.97

Add: Balance brought forward 1148.15 842.18

Amount available for appropriation(s) 1435.92 1148.15

Balance carried to Balance Sheet 1435.92 1148.15

£ PERFORMANCE REVIEW

Despite adverse EU countries scenario and its impact on world economies including India, surging and fluctuating prices of cotton and raw materials, your Company recorded a satisfactory performance . During the year 2012-13, the Company was able to achieve turnover of Rs. 9652.54 Lacs as against Rs. 9845.17 Lacs in the year 2011-12. The Profits after Tax of the Company for the year ended 31.03.2013 has been Rs.287.77 Lacs as against Rs. 305.97 Lacs in the previous year. Whereas the global slow down of the various economies hit the garments export, the Company was still able to withstand its effects and registered satisfactory performance.

0 EXPORTS

The exports of the Company were hit due to slow down of various economies and adverse effects of EU Countries marring economies. The Exports of the Company for the financial year ended 31.03.2013 were to the tune of Rs. 2233.70 Lacs as against Rs. 2838.37 in the previous year .

# OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India''s Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India''s industrial production, 4% to the GDP and 17% to the country''s export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector.

The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. After the close of year 2012-13, the position of exports is also improving. The Indian economy was also affected by the global ongoing scenario during the year 2012-13. The export of clothing/apparel from India declined during the financial year 2012-2013 to USD 12.92 bn from USD 13.7 bn in the previous year, showing a decline of 5.75% in USD terms. However, in year 2012-13, in rupee terms apparel export of India was to the tune of Rs. 70312 crore compared to Rs. 65709 crore in year 2011-12, representing an increase of approximately 7% due to INR depreciation.

During the year 2012-13, Readymade Garments accounted for almost 39% of the total textiles exports. Apparel and cotton textiles products together contributed nearly 74% of the total textiles exports.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily. From the second half of the year 2012-13, the Government had announced series of policy measures which included un- hindered export of cotton yarn, continuation of Textile Upgradation Fund Scheme and announcement of Foreign Trade Policy which had many positive features for the textile industry including incentive for incremental exports.

DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

0 SHARE CAPITAL/ ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the Financial Year 2012-13, there was a Preferential issue of Equity shares . In accordance with the Special Resolution passed at the Extraordinary general Meeting held on 20.07.2012 and in accordance with the conditions and in-principle approval of BSE, the Company made an allotment on 04.08.2012, of 45,87,500 equity shares of face value of Rs. 10/- each, on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 1,00,65,195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each.. The proceeds of the issue are for the purpose of modernization, expansion of the dyeing plant/processing house, opening and running of the retail showrooms and to part finance company''s working capital requirements and other general corporate purposes.

0 CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors'' Report.

0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors'' Report and forms part of this Report.

Q DIRECTORS

Sh. Raghubir Chand Singal, Director of the Company retires by rotation and being eligible offers himself for re- appointment.

0 AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

Q AUDITORS'' REPORT

The notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors'' Report.

W COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, have been appointed by the company as Cost Auditors for the financial year 2013-14 to carry out duties contemplated under said Act. Further, the Company has duly filed Cost Compliance Report for the year 2011-12. From year 2012-13, the Cost Audit has become applicable to the Company. For the year 2012-13, the Cost Audit Report of the Company is required to be filed with the Ministry of Corporate Affairs within 180 days of the close of Financial year 2012-13, which the Company shall file before expiry of said time.

Q LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2013-14.

The Company has made a Preferential issue/allotment on 04.08.2012, of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) . As a result of the said Issue, the Paid up, admitted and listed Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 1,00,65,195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each. The said Equity shares issued on preferential basis has been duly listed at BSE during the financial Year 2012-13..

0 INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

0 CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2013 is annexed at the end of Financial Statements.

0 RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

£ DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

Sr. Category No. of complaints during financial year 2012-13 No. of complaints pending As at end of year 2012-13

1 Child labour/forced The Company does not hire Child Labour, Forced Not Applicable labour/involuntary labour Labour or Involuntary Labour. No

2 Sexual Harassment No reported case Not applicable

3 Discriminatory employment No reported case Not applicable

£ CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company''s core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company''s commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it''s supply chain on the company''s side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company''s supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company''s Risk Management System and Safety and Security procedures adopted.

Q SUBSIDIARY COMPANY

There is no Subsidiary of the Company. Q FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

Q GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

Q CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

Q PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

0 DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and profit of the Company for the year ended 31st March, 2013.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

0 DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31 st March 2013.

9 ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 27.08.2013 Chairman & Managing Director

---

Mar 31, 2012

To The Members of BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 19th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

- FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2011-12 2010-11

Turnover 9845.17 9194.13

GROSS PROFIT before interest depreciation and tax 910.19 503.60

Less: Financial expenses 376.61 246.18

Less: Depreciation and preliminary exp. written off 80.13 82.77

PROFIT BEFORE TAX 453.45 174.65

Less: Provision for tax 147.48 60.09

Add: Sale of investments written off in year 2003-04 - 23.80

Add: Excess Provision of Income Tax Written Back - 2.65

PROFIT AFTER TAX 305.97 141.01

Add: Balance brought forward 842.18 701.17

Amount available for appropriation(s) 1148.15 842.18

Balance carried to Balance Sheet 1148.15 842.18

- PERFORMANCE REVIEW

Despite surging and fluctuating prices of cotton and raw materials , unfavorable foreign exchange fluctuations, your Company recorded a satisfactory performance . During the year 2011-12, your Company was able to achieve an increased turnover of Rs. 9845.17 Lacs as against Rs. 9194.13 Lacs in the year 2010-11, thus registering an increase of around 7.08%. The Profits after Tax of the Company for the year ended 31.03.2012 has been Rs. 305.97 Lacs as against Rs. 141.01 Lacs in the previous year thus showing a significant increase of around 117% over the previous year Net Profits after tax. The Company was able to achieve this level through optimum utilization of resources and effective financial and marketing measures.

- EXPORTS

The exports of the Company were almost same for financial year ended 31.03.2012 due to global financial crisis effect and the effect triggered by rise in cotton prices. The exports of the Company for the year ended 31.03.2012 were to the tune of Rs. 2838.37 Lacs as against Rs. 2819.26 Lacs for the financial year ended 31.03.2011. Whereas the global financial crisis and prices of cotton and other raw materials hit the garments industry, the Company was still able to bear its effects and recorded satisfactory performance in terms of turnover and profitability of the Company for the year 2011-12.

- OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India's Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India's industrial production, 4% to the GDP and 17% to the country's export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector. The industry is expected to grow steadily from its present US$ 70 billion to US$ 110 billion by 2015.

The industry is expected to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. During 2011-12, the country's apparel exports increased to US$ 13.7 billion as against US$ 11.6 billion posted in 2010-11.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily.

- DIVIDEND

Your Directors do not recommend any dividend due to need of plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

- SHARE CAPITAL/ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

There were no fresh Public/ Rights / Bonus issue of Shares or convertible instruments during the period under review. However, after the close of financial Year 2011-12, there was a Preferential issue of Equity shares . In accordance with the Special Resolution passed at the Extraordinary general Meeting held on 20.07.2012 and in accordance with the conditions and in-principle approval of BSE, the Company made an allotment of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) aggregating to Rs. 20,18,50,000/- . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each.. The proceeds of the issue are to be utilized for the purpose of modernization, expansion of the dyeing plant/processing house, opening and running of the retail showrooms and to part finance company's working capital requirements and other general corporate purposes.

- CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

- DIRECTORS

Sh. Ashish Thapar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

- AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

- AUDITORS' REPORT

The notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

- COST AUDITOR

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and other applicable provisions/rules/laws, M/S Khushwinder Kumar & Associates, Cost Accountants, have been appointed by the company as Cost Auditors for the financial year 2012-13, on becoming said provisions/rules applicable to the Company .

- LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2012-13.

After the close of financial year 2011-12, the Company has made a Preferential issue/allotment on 04.08.2012, of 45,87,500 equity shares of face value of rs. 10/- each , on Preferential Basis to Some Non-Promoters/ Some Specified Persons of Public at a price of Rs. 44/- per Equity Share (i.e at a premium of Rs. 34/- per equity share) aggregating to Rs. 20,18,50,000/- . As a result of the said Issue, the Paid up Share Capital of the Company has increased from Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each to Rs. 14,65,26,950/- divided into 1,46,52,695 fully paid equity shares of Rs. 10/- each. The Company duly made a Listing Application and got Listing Approval of bSE for listing of the newly issued 45,87,500 Equity shares and in due process, Final Trading approval in respect of said shares shall be obtained from BSE.

- INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

- CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2012 is annexed at the end of Financial Statements.

- RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

- CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also have s BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

- SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

- FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act,1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

- GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

- PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2012 and profit of the Company for the year ended 31st March, 2012.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

- DECLARATION REGARDING CODE OF CONDUCT

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31st March 2012.

- ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

Place : Ludhiana (Nitin Bhandari)

Date : 28.08.2012 Chairman & Managing Director

---

Mar 31, 2011

The Members,

BHANDARI HOSIERY EXPORTS LIMITED

The Directors have pleasure in presenting their 18th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2010-11 2009-10

Turnover 9194.13 8689.09

GROSS PROFIT before interest depreciation and tax 503.60 482.70

Less: Financial expenses 246.18 228.17

Less: Depreciation and preliminary ex p. written off 82.77 82.37

PROFIT BEFORE TAX 174.65 172.16

Less: Provision for tax 60.09 61.04

PROFIT AFTER TAX 114.56 111.12

Add: Balance brought forward 701.17 656.96

Amount available for appropriation(s) 815.73 768.08

Sale of investments written off in year 23.80 - 2003-04

Excess Provision of Income Tax Written Back 2.65 -

Balances written off net - 0.16

Provision for Bad and Doubtful Debts, - 66.75 Unrecoverable Receivables &

Balance carried to Balance Sheet 842.18 701.17

- PERFORMANCE REVIEW

Despite surging and fluctuating prices of cotton and other raw materials, your Company recorded a satisfactory performance . During the year 2010-11, your Company was able to achieve an increased turnover of Rs. 9194.13 Lacs as against Rs. 8689.09 Lacs in the year 2009-10, thus registering an increase of around 5.81%. The Profits after Tax of the Company for the year ended 31.03.2011 has been Rs. 114.56 Lacs as against Rs. 111.12 Lacs in the previous year thus showing an increase of around 3.10% over the previous year .

- EXPORTS

The exports of the Company registered a decline for financial year ended 31.03.2011 due to global financial crisis effect and the effect triggered by rise in cotton prices. The exports of the Company were to the tune of Rs. 2819.26 Lacs for the financial year ended 31.03.2011 as against Rs. 3456.44 Lacs (regrouped figures) in the previous year showing a decrease of 18.43%. Whereas the global financial crisis and prices of cotton and other raw materials hit the garments industry, the Company was still able to bear its effects and recorded satisfactory performance in terms of turnover and profitability of the Company for the year 2010-11.

- OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. India's Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to India's industrial production, 4% to the GDP and 17% to the country's export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector. The industry is expected to grow steadily from its present US$ 70 billion to US$ 110 billion by 2015.

The Ministry of Textiles has sanctioned a total of US$ 133 million under Technology Upgradation Fund Schemes (TUFS) during September 2010. The industry is expected to continue to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption. The Indian economy grew by 8.6% in 2010-11 as against a growth of 7.4% during 2009-10. It is further estimated that its growth would further go upto to 9% during 2011-12. During 2010-11, the country's apparel exports increased 4.4 per cent to $11.1 billion against $10.7 billion in the previous fiscal.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily.

- DIVIDEND

Your Directors do not recommend any dividend due to plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

- SHARE CAPITAL/ BONUS ISSUE

There were no fresh Public/ Rights / Preferential issues of Shares or convertible instruments during the period under review. The Board of Directors of the company in its Meeting held on 30.04.2010 has Withdrawn/cancelled, in view of the changed scenario and changed working capital requirements, the proposal to make a Rights issue of 2609495 equity shares of Rs. 10/- each for which no Draft Letter of Offer was filed with SEBI.

However there was a Bonus Issue of Equity shares of the Company during the period under review . Pursuant to the approval of Members of the Company in the Extra Ordinary General Meeting of the Company held on 11.02.2001 and pursuant to the In-Principle Approval of the BSE for issue and allotment of Bonus Shares, the Company allotted 26,09,495 Equity Shares as fully paid Bonus Shares of Rs. 10/- each to the Members of Company in the ratio of 7 (Seven) Bonus equity share of Rs. 10/- (Rupees Ten) for every 20 (Twenty) existing fully paid equity share of Rs. 10/- (Rupee Ten). The said Bonus Shares were listed on BSE in the month of March, 2011. As a result of the said Bonus Issue, the Issued, Paid up and Listed Share Capital of the Company has increased from Rs. 7,45,57,000 divided into 74,55,700 fully paid Equity shares of Rs. 10/- each to Rs. 10,06,51,950 divided into 10065195 fully paid Equity Shares of RS. 10/- each .

- PROPOSED FURTHER ISSUE OF SECURITES TO RAISE FUNDS

The Company has various plans to enter into domestic retail garments segments on a higher level by opening of new showrooms at various locations in India. The Company also proposes to make expansions in its dyeing and stitching capacities in the times to come. The Company's' Projects are proposed to be funded through issue of Equity and if needed, through a combination of Equity and Debt. The Company would offer a variety of knitted hosiery readymade garments by the opening of retails outlets and/or sophisticated showrooms and may also come up with online shops systems. Thus to augment long term resources of the Company and also for meeting the fund requirements of the existing business, current and future expansions etc., the Company proposes to pass requisite resolution in this regard, enabling it to raise funds, subject to necessary approvals and applicable laws & regulations, by way of issue of equity shares/securities, in the course of domestic and/or international offering(s), at such time or times in one or more tranche or tranches, such Securities include equity shares, convertible warrants, Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares, Foreign Currency Convertible Bonds (FCCBs) or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants etc. convertible into equity shares, whether optionally or otherwise or any combination thereof (hereinafter referred to as `Securities'). The Company may also issue convertible warrants on Preferential basis to raise funds for the Company as per its suitability and requirements.

The desired resolution(s) for the aforesaid purpose(s) are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.

- CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors' Report.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report and forms part of this Report.

- DIRECTORS

Sh. Vikas Nayar, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

- AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

- AUDITORS' REPORT

The notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors' Report.

- LISTING OF SECURITIES

The securities of the Company are listed only on Bombay Stock Exchange Ltd. (BSE), Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2011-12.

- INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2011 is annexed at the end of Financial Statements.

- RELATED PARTY TRANSACTIONS

Related party transactions have been disclosed in the notes to accounts.

- CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Company's commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organization which certifies Health, Safety, Welfare measures and compliance with Govt. and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also got in the previous years BSCI (Business Social Compliance Initiative) Certification. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

During the last years, the Company got C-TPAT Certification and achieved another important milestone. C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of it's supply chain on the company's side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing company's supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Company's Risk Management System and Safety and Security procedures adopted.

- SUBSIDIARY COMPANY

There is no Subsidiary of the Company.

- FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review falling within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

- GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure- 1, forming part of this Report.

- PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, with respect to details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, this information is NIL.

- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2011 and profit of the Company for the year ended 31st March, 2011.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

- DECLARATION

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31 st March 2011.

- ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors

Sd/-

(Nitin Bhandari) Chairman & Managing Director

Place : Ludhiana Date : 27.08.2011

---

Mar 31, 2010

Your Directors have pleasure in presenting their 17th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

# FINANCIAL RESULTS (RS. IN LACS)

PARTICULARS 2009-10 2008-09

GROSS PROFIT before interest depreciation and tax 482.70 473.21

Less: Financial expenses 228.17 236.67

Less: Depreciation and preliminary exp. written off 82.37 76.41

PROFIT BEFORE TAX 172.16 160.13

Less: Provision for tax 61.04 66.48

PROFIT AFTER TAX 111.12 93.65

Add: Balance brought forward 656.96 545.66

Amount available for appropriation(s) 768.08 639.31

Excess Provision of Income Tax Written Back - 17.65

Balances written off net 0.16 --

Provision for Bad and Doubtful Debts, Unrecoverable 66.75 -- Receivables & Advances

Balance carried to Balance Sheet 701.17 656.96

# PERFORMANCE REVIEW

Your Company recorded a good performance despite global financial crisis and uncertainties . Despite odds, your Company was able to achieve an increased turnover of Rs. 8689.09 Lacs as against Rs 8039.37 Lacs , thus registering an increase of around 8.08%. The net profits before tax of the Company during the Year ended on 31.03.2010 improved and became Rs. 172.16 Lacs as against Rs. 160.13 Lacs in the previous year. The Profits after Tax of the Company for the year ended 31.03.2010 has been Rs. 111.12 Lacs as against Rs. 93.65 Lacs in the previous year thus showing a significant increase of around 18.66 % over the previous year Net Profits after tax.

# EXPORTS

During the year under review, the exports position of the Company was good as compared to previous year and that too in those circumstances when global demand was on contraction due to global financial uncertainties . The Exports of the Company for the financial year ended 31.03.2010 were to the tune of Rs. 3472.17 Lacs as compared to Rs. 2673.88 Lacs (regrouped figures) in the previous year. Whereas the global slow down of the economies hit the garments exports from India also, the Company was still able to show a good performance in terms of increased exports.

# OVERVIEW OF TEXTILE INDUSTRY AND EXPORTS

The Indian Textile Industry is one of the leading textile industries in the world. The textiles and apparels sector is a major contributor to the Indian economy in terms of gross domestic product (GDP), industrial production and the countrys total export earnings. India earns about 27 per cent of its total foreign ^exchange through textile exports. Besides, the Indian Textile industry contributes 14 per cent of the total industrial production of the Country. This sector provides employment to over 35 million people and it is expected that the textile industry will generate new jobs during the ensuing years. **

The industry went through a challenging year 2009-10, with the global meltdown ravaging economies. The collapse in consumer sentiments, weak exports, noteworthy drop in discretionary spending in textiles/apparels and down trading by the consumers put immense pressure on both the top-line and the bottom-line of textile companies. After the close of financial year 2009-10, the World economy has shown initial indications of recovery after a severe spell of recession. The world economy is expected to grow by 4.2 percent in 2010 and projected to maintain the growth momentum in the next 5 years. However, the consumer confidence in major importing countries like USA and EU has been lagging behind economic growth projections and may take some more time before showing any convincing revival. Though some growth has been seen in the world trade of textile and clothing especially post Sept. 2009. The USA textile and clothing imports, which declined by 13 percent in 2009 over 2008 has been on increase since last some months. The partial explanation of increase in textile and clothing imports may be attributed to the pressure on retailers caused by very low inventory levels. It has resulted into creation of demand for textile and clothing products in international market. The domestic market is also showing some signs of improvement leading to overall increase in textile manufacturing in the country. The industry has attracted investment to the tune of Rs. 2 lacs crore under TUF for capacity expansion and modernization, which has started paying yield.

Future Outlook for Indian Textile Industry and Exports

The global economy is showing signs of a turnaround with Asian economies experiencing a relatively stronger rebound. The global economic performance improved during the latter half of the calendar year 2009, prompting the IMF to reduce the projected rate of economic contraction in 2009 from 1.1 per cent to 0.8 per cent in January 2010. Consequently, the IMF also revised the projection of global growth for 2010 from 3.1 per cent to 3.9 per cent. However, significant risks remain: (1) in many economies, the recovery is largely driven by government spending whilst consumer sentiments remain fragile; (2) high levels of global liquidity have led to steep increases in commodity prices; (3) emerging markets are likely to face increased inflationary pressures and (4) developed economies are facing large budget deficits. There are concerns that the global recovery phase may be fragile, as economies of developed countries, particularly USA and Europe, continue to be beset with the problems of high unemployment, low consumer spending and depressed housing markets. Besides, the recent crisis in Portugal, Ireland, Spain and Greece indicate that there would be many pitfalls along the road to recovery and that normalcy is still some time away. Indias growth-inflation dynamics are in contrast to the overall global scenario. The Indian Textile Industry is recovering steadily from the growth slowdown, but inflationary pressures, triggered by the supply side factors, have developed into a wider inflationary cycle. Although the growth momentum of the Indian textile industry was substantially impacted with the onset of the global economic slowdown, the severity of the impact was considerably less when compared to most developed economies. The fiscal and monetary policies implemented by the Government of India helped the economy to weather the downturn phase. The outlook of the Indian economy turned positive towards the end of 2009, driven by the uptrend in industrial production and recuperating consumption and investment demand. The Reserve Bank of India has projected the final real GDP growth for 2009-10 in the range of 7.2 per cent to 7.5 per cent with a forecast of 8.0 per cent for 2010-11. In view of these factors, the future for the Indian Textile Industry seems to be quite satisfactory.

DIVIDEND

Your Directors do not recommend any dividend due to plough back of funds for normal capital expenditure to enable it to effectively compete in the global markets.

SHARE CAPITAL

There was no change in the Subscribed, Issued and Paid Up Share Capital of the Company which was the same as in previous year i.e. Rs. 74557000/- divided into 7455700 fully paid equity shares of Rs. 10/- each.

# RIGHTS ISSUE

The Board of Directors of the company in its Meeting held on 30.04.2010 has Withdrawn/cancelled, the proposal to make a Rights issue of 2609495 equity shares of Rs. 10/- each for which no Draft Letter of Offer was filed, in view of the changed scenario and changed working capital requirements.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), a Report on Corporate Governance is given as a part of this Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors Report and forms part of this Report.

DIRECTORS

Sh. Manmohan Sikka, Director of the Company retires by rotation and being eligible offers himself for re- appointment. During the year 2009-10, Shri Nitin Bhandari was appointed as the Chairman Cum Managing Director of the Company subject to the approval of Shareholders at Annual general Meeting.

AUDITORS

M/s Vipan Kumar Aggarwal & Company, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate to the effect that their appointment, if made, would be within limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors Report.

LISTING OF SECURITIES

The securities of the Company are listed on Bombay Stock Exchange Ltd. (BSE), Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has duly paid the Listing Fees to BSE upto the financial year 2010-11.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2010 is annexed at the end of Financial Statements.

RELATED PARTY TRANSACTION:

Related party transactions have been disclosed in the notes to accounts.

CORPORATE SOCIAL RESPONSIBILITY

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to abide by its Corporate Social Responsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Companys core values on safety, occupational health, environmental stewardship and respect for people permeate all of its actions and will continue to guide its decisions and actions in the future. The Companys commitment to environmental, health and safety processes is practised by the leadership and at all levels of management. The Company takes all reasonable and practicable steps to protect occupational health and safety of employees, community, and the environment affected by its process, products and services. It is all due to the emphasis on Social Responsibility that the Company gets Certification from Worldwide Responsible Apparel Production (W.R.A.P.) USA, a Voluntary Non Profit Organisation which certifies Health, Safety, Welfare measures and compliance with Govt, and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility, also got in the previous years BSCI (Business Social Compliance Initiative) CERTIFICATION. European retail companies and associations have developed a common monitoring system simplifying and standardizing the requirements and individual monitoring procedures. The BSCI is based on the labour standards of the International Labour Organization (ILO) and other important international regulations like the UN Charta for Human Rights, as well as on national regulations. The Initiative aims at continuously improving the social performance of suppliers, leading to Best Practice like SA8000 certification or equivalents and thus sustainably enhancing working conditions in factories worldwide. The Certification achieved by the Company in the true sense reflects the true spirit of the Company in improving working conditions, social health, safety, welfare and good Corporate practices. Besides the company would be able to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

During the last years, the Company got C-TPAT Certification and achieved another important milestone. C- TPAT (Customs - Trade Protection Against Terrorism) is a voluntary US government-business initiative to build cooperative relationships that improve overall international supply chain and U.S. border security. This initiative was launched to assist the trading community in the war against Terrorism some criteria such as Business Partner Requirements (Security Procedures), Container Security (Seals, Container Inspection etc), Physical Access Control, Procedural Security, Security Training and Awareness, Physical Security, Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: a partnership, or relationship, that a company voluntarily builds with customs to ensure the movement of its supply chain on the companys side and to reassure customs that the company is not importing anything hazardous into the U.S. C-TPAT focuses on "securing companys supply chains with regards to terrorism." It has no doubt its imperative benefits as the Foreign buyer get more relied about the Companys Risk Management System and Safety and Security procedures adopted.

# FIXED DEPOSITS

The Company has not invited/ received any deposits during the period under review as per Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of deposits) Rules, 1975 as amended and the directives of the Reserve Bank of India.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act. £ PARTICULARS OF THE EMPLOYEES

There is no employee drawing salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956. As such, this information is nil.

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

1. TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM-A OF THE ANNEXURE IN RESPECT OF INDUSTRIES SPECIFIED IN THE SCHEDULE THERETO.

1. PARTICULARS AS PER FORM B*

1.1 : Research & Development (R & D)

1.1.1 Continuous efforts are being made for developing new products and processes and to bring improvement in existing products and processes in Research & Development Wing.

1.1.2 Expenditure on Research & Development.

Expenditure on running and maintenance of R & D activities are being made.

1.2 Technology absorption, adaptation and innovation.

Efforts are being made on continuous basis to explore new areas for energy saving.

B. TECHNOLOGY ABSORPTION

Your Company has the modern and the state of art technology for the manufacture/fabrication of garments. The Company has necessary research and quality control facilities.

C. PARTICULARS OF FOREIGN EXCHANGE EARNING AND OUTGO (Rs. IN LACS)

Exports position of the Company was good as compared to previous year and that too in those circumstances when global demand was on contraction due to global financial uncertainties. The Management has laid continuous thrust for exploring new markets and as a result, the Company was also able find some new foreign customers. The position of Foreign Exchange earnings and Outgo for the financial year 2009-10 is as under:

# DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2010 and profit of the Company for the year ended 31st March, 2010.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

# DECLARATION

As per the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, I hereby declare that all the Board Members and Senior Managerial Personnel have affirmed the compliance of the Code of Conduct of the Company for the financial year ended 31st March 2010.

# ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance and co-operation extended to the Company by the Government of India, Government of Punjab, State Bank of India, the large family of shareholders, business associates/customers/buyers, the dedicated employees and all other business constituents, who are continuing to assist your Company.

On behalf of the Board of Directors Sd/- Place : Ludhiana (Nitin Bhandari)

Date : 13.08.2010 Chairman & Managing Director