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:

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