Directors Report of Bhilwara Technical Textiles Ltd.

Mar 31, 2025

Your Directors are pleased to present the Eighteenth (18^th) Annual Report of your Company together with the Audited Standalone and
Consolidated Financial Statements and the Auditor''s Reports for the financial year ended 31^st March 2025.

1. Financial Results

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	1103.23	1601.43	1103.23	1601.43
Profit/(Loss) before Interest & Depreciation & Amortisation	140.38	168.44	140.38	168.44
Less: Interest Cost	3.12	0.82	3.12	0.82
Profit/(Loss) before Depreciation & Amortisation	137.26	167.62	137.26	167.62
Less: Depreciation & Amortisation	0.17	0.23	0.17	0.23
Share in Associates	-	-	642.65	1155.85
Profit/(Loss) before Tax	137.09	167.39	779.74	1323.24
Less:
a) Current Tax	39.04	19.09	39.04	19.09
b) Deferred Tax	(13.79)	15.63	(13.79)	15.63
c) Tax Adjustment for earlier years	24.62	0.57	24.62	0.57
Profit/(Loss) after Tax	87.22	132.10	729.87	1287.95
Other Comprehensive Income	0.65	(0.54)	0.65	(0.54)
Share in OCI of Associate	-	-	38.91	12.04
Total Comprehensive Income	87.87	131.56	769.43	1299.45

2. Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during
the year, along with details regarding the meetings attended
by the Directors, forms part of the Corporate Governance
Report. The composition of the Board and its Committees has
also been given in detail in Corporate Governance Report.

3. Dividend and Other Appropriations

In order to conserve resources, your Directors do not
recommend any dividend for the year under review.

4. Operational Information

Your Directors are pleased to inform the members that during
the year under review, despite unprecedented challenges
posed by sluggish market conditions and global economic
stagnation across both domestic and international markets,
your Company recorded reasonably good performance.
While sales witnessed a decline, the Company was able to

maintain its profitability through prudent management and
operational efficiency. In light of continued uncertainties in
the business environment, the Board is closely monitoring
developments and undertaking appropriate measures to
enhance performance.

During the year ended 31^st March, 2025, your Company earned
revenue from operations of H819.50 lakhs as against H1437.07
lakhs in the previous year ended 31^st March, 2024 and a net
profit after tax of H87.22 lakhs as against H132.10 lakhs in the
previous year.

Your Company aims to scale up its business operations by
strengthening its presence in both export and domestic
markets. With a focus on diversifying its product portfolio
and exploring new growth opportunities, the Company is
optimistic about achieving improved turnover and enhanced
profitability in the coming years.

5. Corporate Social Responsibility

Your Directors inform the members that your Company is
not covered within the scope of Section 135 of Companies
Act, 2013 and the rules framed thereunder. However, your
Directors endeavour to contribute to such causes as and
when they deem appropriate at any instance.

6. Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return for the financial year
2024-25 is available on the website of the Company at
https://bttl.co.in/annual return.html

7. Directors and Key Managerial Personnel

The Board of Directors of your Company comprises Six
(6) Directors, of which one (1) is a Chairman & Managing
Director and CEO, two (2) Non-Independent & Non-Executive
Directors and three (3) Directors are Non-Executive &
Independent Directors.

Pursuant to provisions of Section 152 of the Companies
Act, 2013, Shri Shekhar Agarwal (DIN: 00066113), is liable
to retire by rotation and being eligible offers himself for
reappointment at the 18^th Annual General Meeting of your
Company.

Your Directors further inform the members that pursuant
to the provisions of Section 149(7) of the Companies Act,
2013, a declaration was received from the Independent
Directors at the beginning of the financial year stating that
the criteria of independence have been met as specified
under sub-section (6) of Section 149 of the Companies Act,
2013 and Regulation 16(1) (b) and 25 (8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
as amended from time to time.

During the year under review, Shri Avinav Sharma resigned
from the position of Company Secretary and Chief Financial
Officer with effect from 3^rd April, 2024. The Board in its
meeting held on 20^th May, 2024, appointed Shri Avnish
Maurya as Company Secretary and Chief Financial Officer of
the Company with immediate effect.

During the year under review, Smt. Archana
Capoor(DIN:01204170) was appointed as Independent
Director with effect from 14^th February, 2025 initially for a
term of five years and her appointment was approved by
the members of the Company through postal ballot on 27^th
March, 2025 by Special Resolution.

During the year under review, Smt. Sunita Mathur
(DIN:00008923) had completed her tenure towards second
term and consequently ceased to be an Independent
Director of the Company with effect from close of business
hours on 26^th March, 2025.

Shri Shekhar Agarwal, Chairman & Managing Director and
CEO and Shri Avnish Maurya, Company Secretary & Chief
Financial Officer are the Key Managerial Personnel of the
Company as on 31^st March, 2025.

None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Companies Act, 2013.
Further, none of the Directors are debarred from holding
the office of Director pursuant to any SEBI Order or any
other such authority. The Directors have made necessary
disclosures, as required under various provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

8. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 read with Schedule II Part D
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Nomination and Remuneration Policy
was framed for the appointment of Directors, Key Managerial
Personnel and Senior Management and for fixation of their
remuneration. The Nomination and Remuneration Policy of
the Company is annexed as Annexure I and forms part of
this Report.

Your Directors inform the members that the Nomination and
Remuneration Committee as well your Directors endeavour
to follow the policy and all appointments at Board and
Senior Management are considered at the meeting of the
Committee and the Board.

9. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, annual evaluation has been done by the
Board of its own performance, its committees and individual
Directors. The manner of evaluation is mentioned in the
Nomination and Remuneration policy which forms part of
this Report. Your Directors feel pleasure in informing the
members that the performance of the Board as a whole and
its members individually was adjudged satisfactory.

Further, every Independent Director of the Company
is familiarized with the Company, their roles, rights,

responsibilities in the Company, nature of the industry in
which the Company operates etc., through various programs.

10. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the
notes to the financial statements at appropriate places.

11. Particulars of Contracts or Arrangements with
Related Parties

During the year under review, related party transactions
were entered on an arm''s length basis at prevailing market
price and in the ordinary course of business. Your Directors
draw attention of Members to note no. 33 to the financial
statement which contain particulars of transactions with
related parties as per applicable provisions of Companies
Act, 2013. Further, prior approvals from the Audit Committee
are obtained for the transactions which are repetitive and
normal in nature. The disclosures are made to the Audit
Committee and the Board of Directors on a quarterly basis.

12. Maintenance of Cost Records

The Company is not required to maintain cost records under
Sub- Section (1) of Section 148 of the Companies Act 2013.

13. Significant and Material Orders Passed by the
Regulators or Courts

There was no significant and material order passed by the
regulators or courts during the year under review.

14. Auditors
Statutory Auditor

M/s. Doogar & Associates, Chartered Accountants, (Firm
Registration No. 000561N) were re - appointed as Statutory
Auditors of the Company for the second term of five
consecutive years, commencing from the conclusion of 15^th
Annual General Meeting (''AGM'') held on 31^st August, 2022 till
the conclusion of 20^th AGM of the Company to be held in the
year 2027. M/s. Doogar & Associates, Chartered Accountants,
have confirmed their eligibility under section 141 of the
Companies Act, 2013 and rules framed thereunder.

During the year under review, the Auditor did not report any
matter under Section 143(12) of the Companies Act, 2013;
therefore no detail is required to be disclosed under Section
134(3) (ca) of the Companies Act, 2013. The observations of
the Auditor, if any, are explained wherever necessary, in the
appropriate notes to the accounts. The Statutory Auditors''
Report does not contain any qualification, reservation or
adverse remark, disclaimer or emphasis of matter.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Company had appointed M/s. Arvind Kaul & Associates,
Chartered Accountants as the Internal Auditor of the
Company for the financial year 2024-25.

The role of internal auditor includes but is not limited to
review of internal audit observations and monitoring of
implementation of corrective actions required, reviewing
of various policies and ensuring its proper implementation,
reviewing of SOPs and their amendments, if any.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Manisha Gupta & Associates,
Practicing Company Secretaries, as Secretarial Auditor of the
Company for the year ended 31^st March, 2025. The Secretarial
Audit Report does not contain any qualification, reservation or
adverse remark. The Report of Secretarial Auditor is annexed
as Annexure - II and forms part of this report.

Further, pursuant to the provisions of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act,
2013 and rules made thereunder, the Audit Committee and
the Board of Directors have approved and recommended
the appointment of M/s. Manisha Gupta & Associates, Peer
Reviewed Firm of Company Secretaries in Practice (Firm
Registration Number: 3290/2023) as Secretarial Auditors of
the Company for a term of upto 5 (five) consecutive years
to hold office from the conclusion of ensuing 18^th Annual
General Meeting ("AGM") till the conclusion of 23^rd Annual
General Meeting of the Company to be held in the year
2030, for approval of the members at ensuing AGM of the
Company. Brief profile and other details of M/s. Manisha Gupta
& Associates, Company Secretaries in Practice, are separately
disclosed in the Notice of 18^th AGM.

M/s. Manisha Gupta & Associates have given their consent
to act as Secretarial Auditors of the Company and confirmed
that they are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Companies Act, 2013
& Rules made thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

15. Risk Management

Effective risk management is essential and is an integral
part of our culture. While we need to accept a level of risk in

achieving our goals, sound risk management helps us to make
the most of each business opportunity and enables us to be
resilient and respond decisively to changing environment.
Your Company has adopted Risk Management Policy for
risk identification, assessment and mitigation. Major risks
identified by the Company are systematically addressed
through mitigating actions on a continuous basis. The risk
management policies cover areas such as Environment,
Health & Safety, Statutory Compliances and Returns etc.
Pursuant to the policy, your Directors periodically review
the risks associated with the business.

16. Corporate Governance

The provisions related to Corporate Governance, as
prescribed under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the
Company as its paid up share capital and net-worth are
below the stipulated thresholds of H10 Crore and H25 Crore
respectively. However, your Company is committed towards
good Corporate Governance Practices and a Corporate
Governance Report is annexed to this report, on voluntary
basis.

17. Vigil Mechanism / Whistle Blower Policy

With the objective of pursuing the business in a fair and
transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour
and to encourage and protect the employees, who wish to
raise and report their genuine concerns about any unethical
behaviour, actual or suspected fraud or violation of Code
of Conduct, the Company has adopted a Vigil Mechanism/
Whistle Blower Policy. The Company has adopted a
framework whereby the identity of the complainant is not
disclosed. The policy has been disclosed on the website of
the Company at https://bttl.co.in/wb policy new.pdf

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required
under Schedule V of Regulation 34(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
as amended, forms part of this Annual Report.

19. Internal Control Systems

Your Company has a well-placed internal control system
which ensures proper safeguard of all assets prevention
and detection of frauds and errors and all the transactions
are recorded and reported correctly. The Company
maintains an internal control system designed to provide

assurance regarding safeguarding of assets of the company,
compliance of all applicable laws and regulations and
ensuring effectiveness of operations. The Company''s
Audit Committee reviews adherence to internal control
systems and legal compliances. Your Directors endeavour
to continuously improve and monitor the internal control
systems.

20. Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section
134(3) (m) of the Companies Act, 2013 read with the rule
8(3) of the Companies (Accounts) Rules, 2014 is given in
Annexure-III and forms part of this Report.

21. Particulars of Employees

The information of employees pursuant to Section 197
of the Companies Act,2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure-IV and
forms part of this Report. Further, pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the relevant statement is annexed as
Annexure-V and forms part of this Report.

22. Significant material changes after balance sheet
date affecting financial position

There is no change which affects the financial position of
the Company between the end of the financial year i.e. 31^st
March, 2025, and the date of report i.e. 16^th May, 2025.

23. Subsidiary, Joint, Venture and Associate Company

The Company does not have any Subsidiary or Joint Venture
Company. However, BMD Private Limited is an Associate
Company of the Company. A statement containing the
salient features of the financial statements of BMD Private
Limited in the prescribed format AOC-1 is appended as
Annexure-VI and forms part of this report. Pursuant to the
requirement of Section 129 of the Companies Act, 2013
the financial statement of Associate Company has been
consolidated and presented in the consolidated financial
statements in the Annual Report.

24. Public Deposit

During the period under review, your Company has
not accepted any public deposit within the meaning of
provisions of section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014
and there is no outstanding deposit due for repayment.

25. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has complied with
provisions relating to the constitution of Internal Complaints
Committee for reporting concerns with regard to sexual
harassment of women at workplace. Your Directors inform
the members that during the year under review, the Internal
Complaint Committee did not receive any complaint with
regard to sexual harassment.

26. Directors'' Responsibility Statement

Pursuant to section 134(3) of the Companies Act, 2013, the
Directors state that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and no material departure have been made from the
same;

b) appropriate accounting policies have been applied
consistently and have made judgement and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as
on 31^st March, 2025 and of the profit and loss for the
year ended 31^st March 2025;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies,
Act 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the annual accounts have been prepared on a Going
Concern basis;

e) proper internal financial controls were in place and
financial controls were adequate and were operating
effectively;

f) the system to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

27. Disclosure of Accounting Treatment

The Company has followed the same accounting treatment
as prescribed in the relevant Indian Accounting Standards
while preparing the Financials Statements.

28. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
provisions of Section 118 (10) of the Companies Act, 2013.

29. General

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions pertaining to below mentioned matter during
the financial year under review:

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

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

iii. No amount has been transferred to General Reserves
during the year.

iv. There was no change in the nature of business of the
Company.

v. There was no fraud detected which has been reported
to the Audit Committee/Board of Directors as well as
to the Central Government.

30. Cautionary Statement

The statements contained in the Directors'' Report and
Management Discussion and Analysis contain certain
statements relating to the future and therefore are forward
looking within the meaning of applicable securities, laws and
regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other
statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

31. Acknowledgements

Your Directors acknowledge the support and assistance
extended by the stakeholders, bankers, Central Government
& State Government including various other authorities.
Your Directors also takes this opportunity to express their
deep gratitude for the continued co-operation and support
received from its valued shareholders & employees.

For and on behalf of the Board of Directors
Bhilwara Technical Textiles Limited

Shekhar Agarwal

Place: Noida (U.P.) Chairman & Managing Director and CEO
Date: 16^th May, 2025 DIN: 00066113

---

Mar 31, 2024

Your Directors are pleased to present the Seventeenth Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Reports for the financial year ended 31^st March 2024.

Your Company''s Financial performance for the year ended 31^st March, 2024 is summarized below:

Financial Results (D in Lakh)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	1601.43	1420.59	1601.43	1420.59
Profit before Interest & Depreciation	168.44	203.36	168.44	203.36
Less: Interest Cost	0.82	1.08	0.82	1.08
Profit before Depreciation & Amortisation	167.62	202.28	167.62	202.28
Less: Depreciation & Amortisation	0.23	0.23	0.23	0.23
Share in Associates	-	-	1155.85	(551.70)
Profit/(Loss) before Tax	167.39	202.05	1323.24	(349.65)
Less:
a) Current Tax	19.09	39.62	19.09	39.62
b) Deferred Tax	15.63	4.42	15.63	4.42
c) Tax Adjustment for earlier years	0.57	13.19	0.57	13.19
Profit/(Loss) after Tax	132.10	144.82	1287.95	(406.88)
Other Comprehensive Income	(0.54)	(1.07)	(0.54)	(1.07)
Share in OCI of Associate	-	-	12.04	(10.84)
Total Comprehensive Income	131.56	143.75	1299.45	(418.79)

Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year along with details regarding the meetings attended by the Directors, forms part of the Corporate Governance Report. The composition of the Board and its Committees has also been given in detail in Corporate Governance Report.

Dividend and Other Appropriations

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

Operational Information

Your Directors are pleased to inform the members that during the year under review, despite unprecedented challenges, difficult market conditions and global economic slowdown in both domestic and international markets, your Company recorded reasonably good performance with significant improvement in sales and maintained profitability. The current business conditions are uncertain and your Directors are taking all necessary steps to perform better.

During the year ended 31^st March, 2024, your Company earned revenue from operations of C1437.07 lakhs as against C 1252.71 lakhs in the previous year ended 31^st March, 2023 and a net profit after tax of C 132.10 lakhs as against C144.82 lakhs in the previous year.

Your Company is proposing to accelerate the volume of business through exports and domestic sales of various textile products, including exploring new avenues, and is hopeful of achieving a higher turnover and profitability.

Corporate Social Responsibility

Your Directors inform the members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the rules framed thereunder. However, your Directors endeavour to contribute to such causes as and when they deem appropriate at any instance.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023-24 is available on the website of the Company on the following link: https://bttl.co.in/pdf/annual/Annual%20Return%202023-24. pdf

Directors and Key Managerial Personnel

The Board of Directors of your Company as on date of this report comprises Six (6) Directors, of which one (1) is a Chairman & Managing Director and CEO, two (2) Non-Independent & Non-Executive Directors and three (3) Directors are Non-Executive & Independent Directors.

Pursuant to Section 152 of the Companies Act, 2013, Shri Shantanu Agarwal (DIN: 02314304), is liable to retire by rotation and being eligible offers himself for reappointment at the 17^th Annual General Meeting of your Company.

Your Directors further inform the members that pursuant to the provisions of section 149(7) of the Companies Act, 2013 ("the Act"), a declaration has been received from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) and 25 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

During the year under review, Shri Shekhar Agarwal, Chairman & Managing Director and CEO of the Company was re-appointed with approval of the members on 26^th September, 2023, for

another period of three years commencing from 1⁵¹ April 2024 to 31^st March, 2027.

During the year under review, Shri Manish Gupta was appointed as Independent Director with effect from 14^th August, 2023 for first term of five years and his appointment was approved by the members at the previous Annual General Meeting held on 26^th September, 2023 by Special Resolution.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO and Shri Avinav Sharma, Company Secretary & Chief Financial Officer acted as Key Managerial Personnel of the Company as on 31^st March, 2024. Post closure of the year, Shri Avinav Sharma resigned from the position of Company Secretary & Chief Financial Officer with effect from 3^rd April, 2024 and the Board in its meeting held on 20^th May, 2024 appointed Shri Avnish Maurya as Company Secretary and Chief Financial Officer of the company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. Nomination and Remuneration Policy is annexed as Annexure I and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well your Directors endeavour to follow the policy and all appointments at Board and Senior Management are considered at the meeting of the Committee and the Board.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been done by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of the Directors'' Report. Your Directors feel pleasure in informing the members

that the performance of the Board as a whole and its member individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programs.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, related party transactions were entered on an arm''s length basis at prevailing market price and in the ordinary course of business. Your Directors draw attention of Members to note no. 32 to the financial statement which contain particulars of transactions with related parties as per applicable provisions of Companies Act, 2013. Further, prior approvals from the Audit Committee are obtained for the transactions which are repetitive and normal in nature and in accordance with the Related Party Transaction policy. The disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

Maintenance of Cost Records

The Company is not required to maintain cost records under Sub- Section (1) of Section 148 of the Companies Act 2013.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year.

Auditors

Statutory Auditor

M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No. 000561N) New Delhi, the Statutory Auditor of the Company, were re-appointed for second term of five consecutive years starting from the conclusion of 15^th Annual General Meeting(''AGM'') held on 31^st August, 2022 till the conclusion of 20^th AGM of the Company to be held in the year 2027. M/s. Doogar & Associates Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

During the year 2023-24, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act. The observations of the Auditors, if any, are explained wherever

necessary, in the appropriate notes to the accounts. The Auditors'' Report does not contain any qualification, reservation or adverse remark and disclaimer or emphasis of matter.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Arvind Kaul & Associates, Chartered Accountants as the Internal Auditor of the Company for the financial year 2023-24.

The role of internal auditor includes but is not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensuring its proper implementation, reviewing of SOPs and their amendments, if any.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manisha Gupta & Associates, Company Secretaries, a practicing firm as the Secretarial Auditor of the Company for the year ended 31^st March, 2024. The Report of Secreta rial Audit does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure - II and forms part of this report.

Risk Management

Effective risk management is essential and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to changing environment. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns etc. Pursuant to the policy, your Directors periodically review the risks associated with the business.

Corporate Governance

The provisions related to Corporate Governance, as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company as its paid up share capital and net-worth are below the stipulated thresholds of C10 Crore and C25 Crore respectively. However, your Company is committed towards good Corporate Governance

Practices and a Corporate Governance Report is annexed to this report, on voluntary basis.

Vigil Mechanism / Whistle Blower Policy

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees, who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company at https://bttl. co.in/wb policy new.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

Internal Control Systems

Your Company has a well-placed internal control system which ensures proper safeguard of all assets prevention and detection of frauds and errors and all the transactions are recorded and reported correctly. The Company maintains an internal control system designed to provide assurance regarding safeguarding of assets of the company, compliance of all applicable laws and regulations and ensuring effectiveness of operations. The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. Your Directors endeavour to continuously improve and monitor the internal control systems.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-III and forms part of this Report.

Particulars of Employees

The information of employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-IV and forms part of this report. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure-V and forms part of this report.

Significant material changes after balance sheet date affecting financial position

There is no change or commitment which affects the financial position of the Company that may have occurred between the end of the financial year of the Company to which financial statements relates to, i.e. 31^st March, 2024 and the date of report i.e. 20^th May, 2024.

Subsidiary, Joint Venture and Associate Company

The Company does not have any Subsidiary or Joint Venture Company. However, BMD Private Limited is an Associate Company of the Company. A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI and forms part of this report. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements in the Annual Report.

Public Deposit

During the period under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for repayment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment at workplace. Your Directors inform the members that during the year under review, the Internal Complaints Committee did not report receipt any complaint with regard to sexual harassment.

Directors'' Responsibility Statement

Pursuant to section 134(3) of the Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and no material departure has been made from the same;

b) appropriate accounting policies have been applied consistently and they have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March,

2024 and of the profit and loss of the Company for the year ended on 31^st March 2024;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the system to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financials Statements.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under provisions of Section 118 (10) of the Companies Act, 2013.

General

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

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) No amount has been transferred to general reserves during the year.

d) There is no change in the nature of business of the Company.

e) There was no fraud found which has been reported to the Audit Committee/ Board of Directors as well as to the Central Government.

Cautionary Statement

The statements contained in the Directors'' Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Acknowledgements

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. Your Directors also takes this opportunity to express their deep gratitude for the continued co-operation and support received from its valued shareholders & employees.

For and on behalf of the Board Bhilwara Technical Textiles Limited

Shekhar Agarwal Chairman & Managing Director and CEO Place: Noida (U.P.) DIN : 00066113

Date: 20^th May, 2024

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Mar 31, 2023

The Directors are pleased to present the 16^th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors Report for the financial year ended 31^st March 2023.

Company''s Performance

Your Company''s performance during the financial year 2022-23 is summarized below:

Particulars |	(Rs. in Lakhs) Standalone Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	1420.59	2039.32	1420.59	2039.32
Profit before Interest & Depreciation	203.36	174.69	203.36	174.69
Less: Interest Cost	1.08	3.23	1.08	3.23
Profit before Depreciation & Amortisation	202.28	171.46	202.28	171.46
Less: Depreciation & Amortisation	0.23	0.06	0.23	0.06
Share in Associates	-	-	(551.70)	1585.68
Profit/(Loss) before Tax	202.05	171.40	(349.65)	1757.08
Less:
a) Current Tax	39.62	29.53	39.62	29.53
b) Deferred Tax	4.42	(0.01)	4.42	(0.01)
c) Tax Adjustment for earlier years	13.19	(6.29)	13.19	(6.29)
Profit/(Loss) after Tax	144.82	148.17	(406.88)	1733.85
Other Comprehensive Income	(1.07)	1.61	(1.07)	1.61
Share in OCI of Associate	-	-	(10.84)	19.19
Total Comprehensive Income	143.75	149.78	(418.79)	1754.65

Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year along with the details regarding the meetings attended by the Directors forms part of the Corporate Governance Report. The composition of Board and its Committees has also been given in detail in the Report on Corporate Governance.

Dividend and Other Appropriations

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

Operational Information

Your Directors are pleased to inform the members that during the year under review, despite unprecedented challenges, difficult market conditions and global economic slowdown in both domestic and international markets, your Company recorded reasonably good performance and maintained profitability despite decline in sales. The current business conditions are uncertain and your Directors are taking all necessary steps to overcome the situation and perform better. Your Directors are optimistic about better economic condition in future and your Company would be able to significantly improve its performance and profitability.

During the year ended 31^st March, 2023, your Company earned a revenue from operations of D 1252.71 lakhs as against D 1948.69 lakhs in the previous year ended 31^st March, 2022 and a net profit of D 144.82 lakhs as against D 148.17 lakhs in the previous year.

Your Company is proposing to accelerate the volume of business through exports and domestic sales of various textile products, including exploring new avenues, and is hopeful of achieving a higher turnover and profitability.

Corporate Social Responsibility

Your Directors inform the members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the rules framed thereunder. However, your Directors endeavour to contribute to such causes as and when they deem appropriate at any instance.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY23 is available on the website of the Company on the following link: Annual Return 2022-23

Directors and Key Managerial Personnel

Shri Riju Jhunjhunwala (DIN: 00061060), Director retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that pursuant to the provisions of section 149(7) of the Companies Act, 2013 (the Act), a declaration has been received from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 read with Regulation 16(1) (b) and 25 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

During the year under review, appointment of Shri Rakesh Kumar Ojha was regularised by the shareholders in the Annual General Meeting of the Company held on 31^st August, 2022.

During the year under review, Board of Directors of the Company in their meeting held on 23^rd May, 2022, upon commendation of the Nomination and Remuneration Committee, has appointed Shri Avinav Sharma as Company Secretary & Chief Financial Officer with immediate effect.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO & Shri Avinav Sharma, Company Secretary and Chief Financial

Officer acted as Key Managerial Personnel of the Company as on 31^st March, 2023.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Directors'' Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Schedule II Part D, a Nomination & Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. Nomination & Remuneration Policy as framed is annexed as Annexure I and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well your Directors endeavours to follow the policy and all appointments at Board and Senior Management are considered at the meeting of the Committee and the Board.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination & Remuneration policy which forms part of the Director Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programs.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, the related party transactions are being done on an arm''s length basis at prevailing market price and in the ordinary course of business and do not have any possible conflict with the interests of the Company.

Your Directors draw attention of Members to note Nos. 33 & 34 to the financial statement which contain particulars of transactions with related parties as per applicable provisions of Companies Act, 2013. Further, prior omnibus approvals from the Audit Committee are obtained for the transactions which are repetitive and normal in nature. The disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

Maintenance of Cost Records

The Company is not required to maintain cost records under Sub- Section (1) of Section 148 of the Companies Act 2013.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year.

Auditors

Statutory Auditor

M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No. 000561N) New Delhi, Statutory Auditor of the Company, who completed consecutive 1^st term of five years as Statutory Auditor of the Company, were re-appointed as Statutory Auditor at 15^th Annual General Meeting (''AGM'') held on 31^st August, 2022 for a further period of 5 years and will hold office till the conclusion of 20^th AGM of the Company.

The Report given by the Auditors, M/s. Doogar & Associates, Chartered Accountants, New Delhi, on the financial statements of the Company for the financial year 2022-23, is part of the Annual Report.

During the year 2022-23, the Auditor had not reported any matter under Section 143 (12) of the Act; therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts which forms part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark and disclaimer.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Arvind Kaul & Associates, Chartered Accountants as the Internal Auditor of the Company for the financial year 2022-23.

The role of internal auditor includes but is not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensuring its proper implementation, reviewing of SOPs and their amendments, if any.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manisha Gupta & Associates, Company Secretaries, a practicing firm as the Secretarial Auditor of the Company for the year ending 31^st March, 2023. The Report of Secretarial Audit does not contain any qualification, reservation or adverse remark. The Report of Secretarial Audit is annexed as Annexure - II.

Risk Management

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to changing environment. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns etc. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable. A comprehensive Report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s. Doogar & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 form part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees, who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: Vigil Mechanism/Whistle Blower Policy

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

Internal Control Systems

The Company maintains an internal control system designed to provide assurance regarding safeguarding of assets of the company, compliance of all applicable laws and regulations and ensuring effectiveness of operations.

Audit Committee of the Company reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval. Your Directors endeavour to continuously improve and monitor the internal control systems.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-III forming part of this Report.

Particulars of Employees

The information of employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-IV. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure-V.

Significant material changes after balance sheet date affecting financial position

There is no change or commitment which affects the financial position of the Company that may have occurred between the end of the financial year of the Company to which financial statements relates to, i.e. 31^st March, 2023 and the date of report i.e. 16^th May, 2023.

Subsidiary, Joint, Venture and Associate Company

The Company does not have any Subsidiary or Joint Venture Company. However, M/s. BMD Private Limited is an Associate Company of the Company. A statement containing the salient features of the financial statements of M/s. BMD Private Limited were given in the prescribed format AOC-1 is appended as

Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements in the Annual Report.

Public Deposit

During the period under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors inform the members that during the year under review no complaint with regard to sexual harassment was reported.

Directors'' Responsibility Statement

Pursuant to section 134(3) of the Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) appropriate accounting policies have been selected and applied consistently and they have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31^st March, 2023 and of the profit and loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financials Statements.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

General

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

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

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3) No amount has been transferred to general reserves during the year.

4) There is no change in the nature of business of the Company.

5) There were no frauds found which have been reported to the Audit Committee/ Board of Directors as well as to the Central Government.

Cautionary Statement

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statutes, market forces and other associated and incidental factors may however lead to variation in actual results.

Acknowledgements

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. Your Directors also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

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Mar 31, 2018

DIRECTORS’ REPORT

To,

The Members

The Directors have immense pleasure in presenting the Eleventh Annual Report together with the audited financial statements (Standalone and Consolidated) of Bhilwara Technical Textiles Limited (“BTTL”) for the year ended 31^st March 2018.

FINANCIAL PERFORMANCE

Your Company’s financial performance during the year 2017 -2018 is summarized below:

Rs,in lakh)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	67.67	201.42	67.67	69.42
Profit before Interest & Depreciation	44.20	152.45	44.20	20.45
Less: Interest/Finance Cost	0.03	0.04	0.03	0.04
Profit before Depreciation & Amortisation	44.17	152.41	44.17	20.41
Less: Depreciation& Amortisation	0.04	0	0.04	0
Profit/(Loss) before Tax	44.13	152.41	44.13	20.41
Less
a) Current Tax	11.17	7.10	11.17	7.10
b) Deferred Tax	0.81	0	0.81	0
c) Tax Adjustment for earlier years	0.97	(1.10)	0.97	(1.10)
Profit/(Loss) after Tax	31.18	146.41	31.18	14.41
Share in Associates	-	-	944.35	186.53
	31.18	146.41	975.53	200.94
Other Comprehensive Income
Share in OCI of Associate	-	-	(37.37)	(7.41)
Total Comprehensive Income	31.18	146.41	937.76	193.53

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

OPERATIONAL INFORMATION

Your Company is continuously exploring opportunities and avenues for pursuing business operations.

During the year under review, Your Company recorded satisfactory profitability of Rs, 31.18 Lakh against Rs, 146.41 Lakh in the previous financial year as its investment did not yield any dividend during the current financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shantanu Agarwal, Director is liable to retires

by rotation and being eligible offers himself for reappointment.

During the year under review, Shri Shekhar Agarwal, Chairman, Managing Director and Chief Executive Officer of the Company whose term was expired on the 31^st March, 2018, was reappointed by the Board, on the basis of recommendation made by Nomination and Remuneration Committee for a term commencing from 1^st April, 2018 for a period up to 31^st March, 2021. Your Directors further approved the proposal to make the appointment of Shri Shekhar Agarwal, liable to retire by rotation as Director. The said proposal shall be put up before the members at the ensuing Annual General Meeting for their approval.

Your Directors further inform the Members that the declaration has been received from the independent directors at the beginning of the financial year stating that they meet the criteria as specified under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATUTORY AUDITOR

M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N), who were appointed as statutory auditor of the company at the 10^th Annual General Meeting of the company held on 21^st September, 2017 for a term of 5 years till conclusion of 15^th Annual General Meeting.

Your Directors inform the members that in accordance with the amendment notified by MCA on 7th May, 2018, the requirement of ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and It is no longer required. Accordingly, the notice convening the ensuring Annual General Meeting does not carry resolutions with regard to ratification of appointment of Statutory Auditors. However, the Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts of the financial year 2017-18. The Auditors’ Report does not contain qualification, reservation or adverse remark.

INTERNAL AUDITOR

Your Directors, during the year under review, appointed Shri Rahul Handa to act as the Internal auditor of the Company for the financial year 2017-18, pursuant to the Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

Your Directors inform the Members that Smt. Manisha Gupta, (Membership No. F6378 and COP No. 6808) proprietor M/s Manisha Gupta & Associates, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the financial year 201718. The Report of Secretarial Audit is annexed as Annexure I.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors forms part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return is attached as Annexure - II.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure - III.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.

PARTICULARS OF LOANS/ INVESTMENTS AND GUARANTEE

Details of Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors inform the Members that no material contracts or arrangements entered by the Company with any related party. Yours Directors draw attention of the Members to note no 24.1 to the financial statement which contain particulars of transactions with related parties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR(S) OR COURT(S)

There was no significant and material order passed by the regulator(s) or court(s) during the year.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there is negligible exposure to business risks.

CORPORATE GOVERNANCE REPORT

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s Doogar & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 form part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has been duly complied with the Secretarial Standard issued by the Institute of Company Secretaries of India pursuant to the provisions of the Companies Act, 2013.

Indian Accounting Standards (IND AS)

The Company has followed the guidelines of Accounting Standards/IND-AS laid down by the Institute of Chartered Accountant of India in preparation of Financial Statement.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company’s Code Of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: http://www.bttl.co.in/wh policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by regulation 34 (2) of listing regulations, forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

Your Directors feel that adequate control systems are the backbone of any company. Your Directors Endeavour to place adequate control systems commensuration with the size of the Company to ensure that all the information provided to the management is reliable and also the obligations of the Company are properly adhered to. These systems provide a strong structure which in turns help in the complying of various laws and statutes which automatically translate into Financial and Operational Development of the Company. Your Directors Endeavour to inform the member that all the obligations of the Company are properly adhered to.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.

Your Directors endeavor to continuously improve and monitor the internal control systems.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - V.

SUBSIDIARY/ ASSOCIATE AND JOINT VENTURE COMPANY

A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements presented in the Annual Report.

As on 31^st March, 2018, the Company has no Subsidiary and Joint Venture Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

(b) appropriate Accounting Policies have been selected and applied consistently and they have 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 on 31^st March, 2018 and of the Profit and Loss of the Company for the year ended on that date;

(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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

General

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

I. Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

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

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

IV. No amount has been transferred to General Reserves during the year.

V. There is no change in the nature of business of the Company.

VI. During the year there is no complaint(s) received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 under review.

VII. There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i e 31.03.2018 and the date of report 25^th May, 2018

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors

Shekhar Agarwal

Chairman,

Place: Noida Managing Director & CEO

Date: 25^th May, 2018 DIN -00066113

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Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members

Your Directors present the Ninth Annual Report together with the audited financial statements of Bhilwara Technical Textiles Limited (“BTTL”) for the year ended 31^st March 2016.

COMPANY’S PERFORMANCE

Your Company’s performance during the fiscal year 2015 -2016 is summarized below:

FINANCIAL RESULTS

Rs,in lac)

	2015-16	2014-15
Total Income	74.78	201.35
Profit before Interest, Depreciation & Tax	57.13	183.76
Profit before Tax	57.13	183.76
Profit after Tax	38.07	164.88
Add: Opening Balance	849.29	684.41
Profit available for appropriation	38.07	164.88
Profit Carried to Balance Sheet	887.36	849.29

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

OPERATIONAL INFORMATION

Your Directors inform that the Company is continuously exploring opportunities and avenues for pursuing business operations.

Your Directors inform the Members that your Company, during the year under review recorded satisfactory profitability. The Company achieved a net profit of '' 38.07 lac against '' 164.88 lac in the previous year as its investment did not yield any dividend during the current fiscal against '' 132 lac in the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shekhar Agarwal, Director retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that, during the year under review Shri Shekhar Agarwal, was appointed as Chairman and Managing Director for a term of three years w.e.f. 01.4.2015 and Smt. Sunita Mathur was appointed as the Independent Director for a term of five years w.e.f. 27.3.2015 at the previous Annual General Meeting held on 29^th September, 2015.

Your Directors further inform the Members that the declaration has been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria as specified under sub-section (6) of Section 149 of the Companies Act, 2013.

Shri Shantanu Agarwal was co-opted on Board as Additional Director with effect from 27^th May, 2016, and he shall hold office up to the date of ensuing Annual General Meeting. The Board recommends the appointment of Shri Shantanu Agarwal in ensuing Annual General Meeting.

During the year Shri Rahul Handa was appointed as Company Secretary and Chief Financial Officer of the Company in place of Ms. Khwahish Rawal who left the services of the Company. Shri Rahul Handa was also designated as Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013.

AUDITORS APPOINTMENT

M/s. Ashim & Associates, Chartered Accountants, New Delhi Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts.

Further, pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, Shri Rahul Handa was also appointed as Internal Auditor of the Company for part of year 2015-16 in place of Ms. Khwahish Rawal who served as Internal Auditor for part of the year.

Your Directors further inform that pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Devesh Pandey, Practicing Company Secretary holding Membership No. ACS 27793 and also holding Certificate of Practice No. 10021 issued by the Institute of Companies Secretaries of India was appointed as the Secretarial Auditor of the

Company for the Financial Year 2015-16. The Report of Secretarial Audit is annexed as Annexure I

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

ANNUAL RETURN

Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure III.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.

PARTICULARS OF INVESTMENTS

Details of Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors inform the Members that no contracts, arrangements or transactions were entered into with the related parties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by the regulators or courts.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there was negligible exposure to business risks.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditor of your Company i.e M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, form part of the Annual Report.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company’s Code Of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:

http://www.bttl.co.in/wh_policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by regulation 34 (2) of Listing Regulations, forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an internal control system commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translates into Financial and Operational Development of the Company.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - V

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing remuneration in excess of the limits prescribed under the said provision.

ASSOCIATE COMPANY

A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company have been consolidated and presented in the consolidated financial statements presented in the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act,

2013, the Directors state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been

followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and they have 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 on 31^st March, 2016 and of the Profit and Loss of the Company for the year ended on that date;

(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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

Sd/-

SHEKHAR AGARWAL

CHAIRMAN, MANAGING DIRECTOR & CEO

DIN -00066113

Place: Noida

Date: 27^th May, 2016

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Mar 31, 2014

To the Members,

The Directors present the Seventh Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited ("BTTL") for the year ended 31st March, 2014.

COMPANY''S PERFORMANCE

Your Company''s performance during the fiscal year 2013-2014 is summarized below:

FINANCIAL RESULTS

(Rsin lac) This Previous Year Year

Total Income 333.30 284.39

Profit before Interest, 190.96 157.44 Depreciation & Tax

Profit before Tax 190.86 157.33

Profit after Tax 172.02 150.75

Add: Opening Balance 512.39 361.64

Profit available for 684.41 512.39

appropriation

Profit Carried to Balance 684.41 512.39 Sheet

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any Dividend for the Year under review.

OPERATIONAL INFORMATION

Your Directors in their previous report had informed the members that the Company had undertaken the trading of Yarn to generate the revenues for the Company. Your Directors informed the members that the Company, during the year under review continued the trading activity and generated revenues for the Company. Your Directors are continuously exploring other avenues for pursuing business operations.

Your Directors feel pleasure in informing the members that the Company earned profit after tax of '' 172.02 lacs for the year ended 31st March, 2014 as against Rs. 150.75 lacs during the previous year ended 31st March, 2013.

DIRECTORS

Shri Riju Jhunjhunwala, Director, retires by rotation and

being eligible, offers himself for reappointment. Your Directors further inform the Members that in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement as per SEBI Circular dated 17th April, 2014, the Company is required to appoint the Independent Directors on the Board for the term of five consecutive years on the Board of the Company and such Independent Directors shall not be liable to retire by rotation.

Shri P. S. Dasgupta has been serving the Board for more than 5 years. Therefore, it is proposed to appoint him as an Independent Director for one more term of five consecutive years commencing from the ensuing Annual General Meeting.

AUDITORS

M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Notes to the Accounts.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company''s shares are listed.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by Clause 49 of Listing Agreement, form part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translate into Financial and Operational Development of the Company.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is given in Annexure -I forming part of this Report.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March, 2014 and of the Profit of the Company for the year ended on that date;

- 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;

- the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the Stakeholders, Bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

SHEKHAR AGARWAL CHAIRMAN & Place: Noida MANAGING DIRECTOR Date: 22nd April, 2014 DIN : 00066113

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Mar 31, 2013

To the Members,

The Directors present the Sixth Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited (BTTL) for the year ended the 31st March 2013.

COMPANY''S PERFORMANCE

Your Company''s performance during the fiscal year 2012- 2013 is summarized below:

FINANCIAL RESULTS

(Rs. in lacs) This Previous Year Year

Total Income 284.39 157.18

Profit before Interest, 157.44 138.61 Depreciation & Tax

Profit before Tax 157.33 138.48

Profit after Tax 150.75 137.23

Add: Opening Balance 361.64 224.41

Profit available for 512.39 361.64 appropriation

Profit carried to Balance 512.39 361.64 Sheet

OPERATIONAL INFORMATION

Your Directors inform the members that the Company is in the process of identifying opportunities to pursue a profitable venture in technical textiles space. However, in the meantime during the year, the company started trading of yarn to generate revenues for the company.

Your Directors feel pleasure in informing the members that the Company earned profit after tax of Rs. 150.75 lacs for the year ended the 31st March, 2013 as against Rs. 137.23 lacs during the previous year ended the 31st March, 2012.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on the 31st March, 2013 and of the Profit or Loss of the Company for the year ended on that date;

- 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in Annexure - I forming part of this report.

DIRECTORS

Shri P. S. Dasgupta, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial information, complying with applicable statutes and ensuring compliance with corporate policies.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This Committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Company''s Auditors M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Notes to the Financial Statements.

CORPORATE GOVERNANCE

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the co- operation and assistance extended by the stakeholders, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

for and on behalf of the Board

Place : Noida SHEKHAR AGARWAL

Dated: 30th April, 2013 Chairman &

Managing Director

DIN : 00066113

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Mar 31, 2012

The Directors present the Fifth Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited ("BTTL") for the year ended the 31st March 2012.

COMPANY'S PERFORMANCE

Your Company's performance during the year 2011-2012 is summarized below:

FINANCIAL RESULTS

(in lacs)

This Previous Year Year

Total Income 157.18 112.00

Profit before Interest, 138.61 99.31 Depreciation & Tax

Profit Before Tax 138.48 99.31

Profit After Tax 137.23 98.60

Add: Opening Balance 224.41 125.81

Profit available for 361.64 224.41

appropriation

Profit Carried to Balance 361.64 224.41

Sheet OPERATIONAL INFORMATION

Your Directors feel pleasure to inform you that the Company earned profit after tax of Rs. 137.23 lacs for the year ended the 31st March, 2012 as against Rs. 98.60 lacs during the previous year ended the 31st March, 2011.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the

- appropriate Accounting Policies have been selected and applied consistently and they have 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 on the 31st March, 2012 and of the Profit and Loss of the Company for the year ended on that date;

- 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of the particulars as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo are not applicable to the Company for the period under review.

DIRECTORS

Shri Riju Jhunjhunwala, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has maintained proper, adequate and effective Internal Control Systems commensurate with the nature and size of its operations. The Audit Committee examines and evaluates the adequacy, relevance, effectiveness and compliance with prevailing laws and regulations.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Company's Auditors M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Note to the Accounts.

CORPORATE GOVERNANCE

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

BTTL has obtained a certificate from the M/s Ashim & Associates, Chartered Accountants regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and all concerned authorities including Central & State Government for their continued support and valuable contribution. The Directors also express their appreciation to investors for the understanding and support that they continue to repose in the Company.

For and on behalf of the Board

Place : Noida SHEKHAR AGARWAL

Date : 3rd May, 2012 Chairman &

Managing Director

DIN : 00066113

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Mar 31, 2010

The Directors present the Third Annual Report together with the audited Balance Sheet and the Profit and Loss Account of Bhilwara Technical Textiles Limited ("BTTL") for the year ended 31st March 2010.

COMPANYS PERFORMANCE

Your Companys performance during year 2009-2010 is summarized below:

FINANCIAL RESULTS

(Rs. in lacs)

This Previous Year Year

Total Income 88.63 66.00

Profit before Interest & Depreciation 74.72 51.26

Profit before Depreciation 74.72 51.26

Profit before Tax 74.72 51.26

Prof it after Tax 74.72 51.26

Add: Opening Balance 51.09 (0.17)

Profit available for appropriation 125.81 51.09

Balance Carried to Balance Sheet 125.81 51.09

OPERATIONAL INFORMATION

Your Directors feel pleasure to inform you that the Company earned profit after tax of Rs.74.72 lacs for the year ended March 31, 2010 as against Rs.51.26 lacs during the previous year ended March 31, 2009.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

DE-MERGER

The Scheme of De-merger between the RSWM Ltd. and the Company for de-merger of the "Strategic Investment Division" of RSWM Ltd. was approved by the Honble High Court of Rajasthan at Jodhpur. The Scheme of De-merger was made effective from March 31, 2009. During the period under review your Company pursuant to the Scheme of De-merger allotted 10 equity shares of Re. 1 /- each of the Company for every 4 equity shares of Rs.10/- each to the shareholders of RSWM Ltd.

DIRECTORS RESPONSIBILITY STATEMENT

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

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31 st March, 2010 and of the Profit and Loss of the Company for the year ended on that date;

- 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company was not engaged in any activity during the period under review, this information is not relevant.

DIRECTORS

Mr. P.S. Dasgupta retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Further, Mr. P.S. Dasgupta and Mr. Pawan Kumar Deora were co-opted on the Board of Directors of the Company on April 6, 2009 as Additional Directors, liable to retire by rotation. The appointment of Mr. P.S. Dasgupta and Mr. Pawan Kumar Deora as Directors was confirmed by the Shareholders of the Company at the 2nd Annual General Meeting of the Company held on April 20, 2009.

INTERNAL CONTROL SYSTEMS

The Company has proper, adequate and effective Internal Control Systems commensurate with the nature and size of its operations. The Audit Committee examines and evaluates the adequacy, relevance and effectiveness and its compliance with prevailing laws and regulations and thereafter, makes appropriate recommendations, wherever necessary.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Companys Auditor M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Note to the Accounts.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of Auditors M/s Ashim & Associates, Chartered Accountant, confirming compliance to conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement, form part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operations received by all concerned authorities and stakeholders including Central and State Governments.

for and on behalf of the Board

Place : Noida Shekhar Agarwal

Date : 27th April 2010 Chairman & Managing Director DIN : 00066113