Your Directors are pleased to present the Nineteenth (19^th) Annual Report of your Company together with Audited Standalone and Consolidated Financial Statements and Auditor's Reports thereon for the financial year ended 31^st March 2026.

1. Financial Results

The Financial performance of the Company for the year ended 31^st March 2026 is summarized below:

(D in Lakh)

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 continued geopolitical uncertainties and challenges in the global textile industry, the Company delivered reasonably satisfactory performance. The financial year 202526 witnessed a mixed global economic environment. However, the Company continued to strengthen its market presence by increasing its focus on export sales and expanding its reach across various international markets.

During the year, the Company strategically shifted its business focus from the domestic market towards exports and explored new geographies, particularly, in Latin American and African countries. This shift resulted in a significant improvement in trading operations and contributed to a substantial increase in business volumes, which were nearly three times higher as compared to the previous year. The export business constituted the major share of the Company's operations during the year. Despite external challenges, including changing international dynamics and global economic uncertainties, the Company was able to maintain profitability through prudent management practices and operational efficiency.

Looking ahead, the Company intends to continue its strategic emphasis on export markets by further strengthening its presence in existing geographies and exploring opportunities in additional international markets. Your Directors remain optimistic about the growth prospects of the Company and expect this continued export-driven approach to support improved business performance and enhanced stakeholder value in the coming years.

During the year ended 31^st March 2026, your Company earned revenue from operations of C2,690.99 Lakh as against C819.50 Lakh in the previous financial year ended 31^st March 2025 and a net profit after tax of C228.24 Lakh as against C87.22 Lakh in the previous year.

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 2025-26 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 includes Six (6) Directors, of which one (1) is a Chairman & Managing Director and CEO, two (2) Non-Independent & NonExecutive Directors and three (3) Directors are NonExecutive & Independent Directors.

Pursuant to provisions of Section 152 of the Companies Act, 2013, Shri Riju Jhunjhunwala (DIN: 00061060), is liable to retire by rotation and being eligible offers himself for reappointment at the 19^th Annual General Meeting.

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 duly 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.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO and Shri Avnish Maurya, Company Secretary & Chief Financial Officer are the Key Managerial Personnel as on 31^st March 2026.

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 devised 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, Key Managerial Personnel and Senior Management are considered at the meeting of the Committee and subsequently by 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 feels pleasure in informing the members that the performance of the Board as a whole and its members individually was adjudged as 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 into 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 contains 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 in nature. The requisite 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 financial statements. The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter and their opinion is unmodified.

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. Sarat Jain & Associates, Chartered Accountants as the Internal Auditor of the Company for the financial year 2025-26.

The role of Internal Auditor includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

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, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular dated 31^st December 2024, the Company had appointed M/s. Manisha Gupta & Associates, Practicing Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: 3290/2023), as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years, from the conclusion of 18^th (Eighteenth) Annual General Meeting ("AGM") till the conclusion of 23^rd (Twenty Third) AGM of the Company to be held in the year 2030. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure II forming part of this Report.

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 a 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

During period under review, 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 in the year ended 31^st March 2026, Net Worth of the Company has met the criteria for applicability of Corporate Governance, henceforth regular compliances shall be made. Further, your Company is committed towards good Corporate Governance Practices and a Corporate Governance Report is annexed to this report, on voluntary basis.

17. 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, form 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 pertaining to safeguarding of assets, compliance of all applicable laws and regulations and ensuring effectiveness in operations. 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 2026, and the date of Report i.e. 20^th May 2026.

23. Subsidiary, Joint Venture and Associate(s) 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.

No, company become or ceased to be Subsidiaries, Joint Ventures or Associate(s) Companies during the year.

24. Public Deposit

During the year 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. Maternity benefit

During the year under review, the Company has duly complied with the relevant applicable provisions of the Maternity Benefit Act, 1961.

27. 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, 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 2026 and of the profit and loss for the year ended 31^st March 2026;

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 adequate and operating effectively.

28. 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.

29. 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.

30. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions entered into 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 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.

vi. There was no application made or proceeding pending against the Company under the insolvency and Bankruptcy Code, 2016 during the year under review.

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

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.