Banswara Syntex Ltd

To

The Members,

Your Directors are pleased to present their 49^th Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

The summary of financial performance of the Company for the year ended 31^st March, 2025 is furnished hereunder: -

(Rs In Lakhs except EPS)

During the year under review, production of yarn was 284 Lakhs kilograms as against 287 Lakhs kilograms in the previous year. Overall production of Yarn was flat over previous year. Production of fabrics was 312 Lakhs meters as against 263 Lakhs meters in previous year, which represents a increase of 19% as compared to previous year. Production of garments stood at 34.69 Lakhs pieces as compared to 36 Lakhs pieces in previous year, which represents decrease of 4% due to subdued demand.

Your Company recorded revenue from operations Rs 129170 Lakhs as against revenue from operation Rs 126421 Lakhs in the previous year.

During the year under review, the export turnover of the Company has increased from Rs 53189 Lakhs in last year 202324 to Rs 56948 Lakhs during the year under review. The share of export turnover in the net income for the year 2024-25, has been 44% (previous year 42%) of the total turnover.

The profit before interest, depreciation and tax (PBIDT) of the Company declined to Rs 11721 Lakhs from Rs 12058 Lakhs recorded in previous year.

The profit before depreciation and tax (PBDT) also decreased to Rs 7762 Lakhs from Rs 9096 Lakhs in the previous year.

The Company earned Net Profit of Rs 2707 Lakhs as against Rs 3592 Lakhs in previous year.

The basic and diluted EPS for the year 2024-25 works out to f6.25 as against Rs 10.30 for the year 2023-24.

Your Company has charged depreciation on property, plant and equipment as per the provisions of Schedule of the Companies Act, 2013 (the Act).

The Company has prepared its Financial Statements as per applicable provisions of IND-AS (Indian Accounting Standards) for the year 2024-25.

There has been no material change and commitment, affecting the financial position of the Company between the end of the financial year and date of this report.

There is no change in the nature of business of the Company during the year under review.

Your Directors are pleased to recommend dividend of Rs 1.00 per equity share of Rs 5/- each i.e. 20% (previous year Rs 1/- per equity share of Rs 5 each) for the financial year 2024-25. The total dividend payout on equity shares for the year, if approved by the Shareholders, will be Rs 342 Lakhs (previous year Rs 342 Lakhs).

The Company has transferred the amount of unclaimed dividends up to the year 2016-17 to the Investors Education and Protection Fund (IEPF).

The Board of Directors of your Company has not proposed to transfer any amount to the reserves for the financial year under review.

There has been no change in share capital of the Company during the year 2024-25. The paid-up equity share capital as on 31^st March, 2025 was Rs 171160420 (Rupees Seventeen Crore Eleven Lakh Sixty Thousand Four Hundred and Twenty) divided into 34232084 equity shares of Rs 5 each.

During the year under review, the Company invested Rs 14694 Lakhs (previous year Rs 10158 Lakhs) for modernization of its production capacities. The capital-work-in-progress at Rs 1953 Lakhs (previous year Rs 1965 Lakhs) and advances to capital goods suppliers aggregated Rs 1753 Lakhs (previous year Rs 1998 Lakhs) at the end of the period.

The total production capacity of the Company as at 31^st March, 2025 for yarn is 136320 ring spindles, 14880 spindles for worsted yarn spinning and 160 Air Jet spindles, 463 shuttle less looms including 32 Air Jet jacquard looms, 8 stenters with processing capacity of 4.0 million meters per month (P/V Normal Based) and manufacturing capacity of 4.24 Lakhs pieces of garments per month.

The Company has a wholly-owned subsidiary Company Banswara Brands Private Limited (BBPL) and during the year, the Company invested Rs 200 Lakhs in the equity shares of wholly-owned subsidiary Company. The paid-up capital of BBPL as on 31^st March, 2025 is Rs 600 Lakhs.

During the year under review, total income of BBPL was Rs 97.03 Lakhs and Net Loss after Tax was Rs 259.91 Lakhs.

The Company has no Associate company during the year.

The Company has one Joint Venture company viz. Tesca Textiles & Seat Components (India) Private Limited. Your Company continues to holds 40.64% of the paid-up share capital of Joint Venture company Tesca Textiles and Seat Components (India) Private Ltd. Out of the balance 59.36% of the share capital, 50.79% is held by TESCA Group, France and 8.57% by Kolon Glotech India Private limited.

During the year under review, the production of Laminated Fabric (Including Vinyl fabrics) has increased from 26.95 Lakhs Mtrs in 2023-24 to 28.24 Lakhs Mtrs in 2024-25 by 4.79%. The company has also produced 15.34 Lakhs Pcs of Embossing Panel in 2024-25 as against 12.93 Lakhs Pcs. in 2023-24 which depicts a increase of 18.64%.

The total revenue of the Joint Venture company stood at Rs 7972 Lakh as against Rs 7880 Lakh in the financial year 2023-24 which shows a increase of 1.17%.

In terms of sub-section 3 of Section 129 of the Act, the Company has prepared Consolidated Financial statements of the Company, which forms part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the Subsidiary and Joint Venture company is set out in the prescribed form AOC-1 (Part ‘A'- Subsidiaries & Part ‘B'-Associates and Joint Ventures) is annexed as Annexure-I, which forms part of this Report.

The Company has framed a policy for determining Material Subsidiaries, which has been uploaded on the Company's website at www.banswarasvntex.com/wp-content/ uploads/2025/05/MAT SUB POLICY MAY25.pdf

In accordance with IND-AS 110 on Consolidated Financial Statements read with IND-AS 28 on Accounting for Investments in Associates & Joint Ventures and also as per Section 129 of the Act, the audited Consolidated Financial Statements are furnished in this Report.

Your Company has two captive Thermal Power Plant of 33 Mega Watt capacity and both units of the Captive Thermal Power Plant (33 MW) are working satisfactorily. During the year, your Company is meeting its requirements of coal from domestic sources as well as through imports.

During the year under review, your Company obtained disbursements of loans aggregating Rs 10207 Lakh for acquisition of fixed assets from various Banks. The Company has repaid term loan of Rs 3090 Lakh during the year 2024-25.

The Company's bankers are providing need-based working capital assistance after review of its requirements from time to time.

The Management Discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) is annexed to this Report as Annexure-II, which forms part of this Report.

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the SEBI Listing Regulations. A separate report on Corporate Governance along with the requisite certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance is annexed to this Report as Annexure- III, which forms part of this Report.

As per provisions of the Act, the Company accepts fixed deposits from members of the Company as approved by the Shareholders in their meeting held on 27^th August, 2016. During the year under review, the Company accepted deposits aggregating Rs 174 Lakh, made repayments of Rs 703 Lakh and had outstanding deposits aggregating Rs 1747 Lakh as on 31^st March, 2025 as against the Deposits of Rs 2276 Lakh at the beginning of the year. The maximum deposit held during the year was Rs 2366 Lakh. There has been no default in repayment of deposits or payment of interest thereon. No deposit was unclaimed or matured but not paid as on 31^st March, 2025. The Company has duly complied with the provisions of the Companies (Acceptance of Deposits) Rules, 2014.

The Company has obtained Credit Rating for Fixed Deposits from India Ratings and Research Limited and also opened the Fixed Deposits Repayment Reserve Account with a scheduled bank for fixed deposits maturing during the financial year 2025-26.

As a part of its initiatives under Corporate Social Responsibility, the Company has framed Corporate Social Responsibility Policy (CSR Policy) in terms of which, the Company has undertaken projects in the areas of promoting education, including special education, and employment enhancing vocation skills especially among children, women, elderly, and the specially

able and livelihood enhancement projects; Eradicating hunger, poverty and malnutrition, (promoting health-care including preventive health cure) and sanitation; Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water; Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports etc.

These projects are in accordance with Schedule VII of the Act. As required under Section 134(3)(o) and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed as Annexure - IV, which forms part of this Report.

The Company's CSR policy is available on the Company's web link at www.banswarasyntex.com/wp-content/uploads/2021/08/ CSR Policv.pdf

According to Regulation 17(9) of the SEBI Listing Regulations, the Company has laid down a risk management framework to inform the Board about the risk assessment and minimization procedures undertaken by the Company. The risk management framework is designed to identify, evaluate and assess business risks and their impact on Company's business. The risk assessment and minimization procedures are reviewed by the Board periodically to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting stakeholders value by minimizing threats and losses besides identifying and maximizing opportunities.

The Company has an adequate Internal Financial Control System commensurate with the size, scale and complexity of its operations to maintain the objectivity and independence of the audit. The Chief Internal Auditor reports to the Audit Committee of the Board. During the year, the Internal Financial Control System and its adequacy have been reviewed by in-house Chief Internal Auditor till 3^rd February, 2025 and thereafter by M/s Ankit Maheshwari & Associates, a firm of Chartered Accountants.

The Audit Committee of the Board actively reviews, every quarter, the adequacy and effectiveness of the internal control systems and suggests improvements necessary to strengthen the same. The Company has a Management Information System which is an integral part of the financial control mechanism.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with the operating norms/parameters, accounting procedures and policies for safeguarding of its assets, prevention and detection of frauds, errors in reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of accurate and reliable financial disclosures about the Company. Based on the reports of the internal auditors, the process owners undertake corrective actions in their respective areas and thereby ensure compliances of major observations / suggestion of internal auditors and action taken thereon is regularly reported to Audit Committee.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company

has been denied access to the Audit Committee.

Mr. Ravindrakumar Toshniwal, Managing Director of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism. The said policy is available on the Company's website at www.banswarasyntex. com/wp-content/uploads/2020/06/VIGIL MECH WB POLICY1.pdf

The Company has zero tolerance for sexual harassment at workplace and has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the POSH Act) and Rules framed thereunder.

An Internal Complaints Committee has been set up in compliance with the POSH Act. During the year under review, no complaints were received by the Company.

The Company has complied with provisions of the Maternity Benefit Act, 1961 read with Rules thereunder at all its locations.

The Board of Directors consists of 8 (eight) members, of which 4 (four) are Independent Directors. The Board also comprises of one-woman Director as of this report.

As per the provisions of Section 152(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Shaleen Toshniwal, Joint Managing Director (DIN: 00246432), being Whole-time Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, offered himself for re-appointment. The Board recommends his re-appointment as Director of the Company.

A brief profile of Mr. Shaleen Toshniwal together with other related information required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 has been furnished in the Notice convening the 49^th AGM of your Company.

Mrs. Kavita Soni (DIN: 03063791) was appointed as Wholetime Director for a term of three years w.e.f. 5^th November, 2024 pursuant to the Special Resolution passed through Postal Ballot on 12^th December, 2024.

Mr. Ajay Sharma (DIN: 06417150) was appointed as NonExecutive Independent Director w.e.f. 5^th November, 2024 pursuant to the Special Resolution passed through Postal Ballot on 12^th December, 2024.

Mr. Rahul Narendra Mehta (DIN: 00165521) was appointed as Non- Executive Independent Director w.e.f. 29^th January, 2025 pursuant to the Special Resolution passed through Postal Ballot on 22^nd March, 2025.

In the opinion of the Board, they possess requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Dr. Vaijayanti Ajit Pandit (DIN: 06742237), Non-Executive Independent Director retired from Board of Directors as on

11^th November, 2024, due to completion of her second term of appointment.

Mr. David Vlerick (DIN: 07679476), Non-Executive Independent Director retired from Board of Directors as on 13^th February, 2025, due to completion of his 1^st term of appointment.

No Independent Director has resigned before expiry of his/her tenure. The Board place on record their appreciation for their valuable contribution made by the retiring Directors from time to time.

The following persons are/were the Key Managerial Personnel (KMP) of the Company pursuant to Sections 2(51) and 203 of the Act read with the Rules framed thereunder:

i. Mr. Rakesh Mehra, Chairman and Whole -time Director;

ii. Mr. Ravindrakumar Toshniwal, Managing Director;

iii. Mr. Shaleen Toshniwal, Joint Managing Director;

iv. Mrs. Kavita Soni, Whole-time Director (w.e.f. 5^th November, 2024)

v. Ms. Kavita Gandhi, Chief Financial Officer

vi. Mr. H. P. Kharwal, Company Secretary (till 30^th August, 2024)

vii. Mr. Ketan Kumar Dave, Company Secretary (w.e.f. 5^th November, 2024)

All Independent Directors have furnished declarations to the effect that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and that they are not disqualified to become directors under the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors have registered themselves in the Independent Directors Database as managed by the Indian Institute of Corporate Affairs.

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors and that all the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are Independent of the management.

Pursuant to the provisions of Section 134(3) (p) of the Act and SEBI Listing Regulations, the Board has adopted a procedure for formal performance evaluation of the Board, its Committees and Individual Directors including the Chairman and Executive Directors. The exercise was carried out during the year through a structured evaluation process starting with a questionnaire sent to all Directors covering all aspects of the working of the Board, its Committees and individual directors followed by deliberations as in the following paragraph.

Separate exercises were carried out to evaluate the performance of Non-Independent Directors, comprising the Chairman and Whole Time Directors, on specific parameters such as attendance, contribution in Board and Committee meetings, independent judgment, safeguarding the interest of shareholders etc. in the specifically convened meeting of Independent Directors. Nomination and Remuneration Committee evaluated the performance of individual Directors including Independent Directors before consideration by the Board. The Chairpersons of the respective Committees briefed the Board about the process and the actual evaluation based

on the feedback from their respective members. The Board expressed their satisfaction on the implementation of evaluation process and the results thereof.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed the Nomination and Remuneration Policy for appointment of Directors, Key Managerial personnel and Senior Management Personnel as also their remuneration and performance evaluations. The said Policy is explained in the Corporate Governance Report and also available on the Company's website at www.banswarasyntex. com/wp-content/uploads/2025/04/NR Policy 2024.pdf

Two Familiarization programs for the Independent Directors were conducted during the year 2024-25, the details of which are hosted on the website of the Company at https://www. banswarasyntex.com/wp-content/uploads/2025/04/FAM Programs 202425 Final.pdf

None of the transactions with related parties are material in nature or falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 does not apply to the Company for the FY 2024-25 and hence the same is not provided. The details of the transactions with related parties during FY 2024-25 are provided at Note No 47 of the accompanying standalone financial statements.

There have been no materially significant related party transactions between the Company and its subsidiaries, Directors, KMPs, or the relatives of Directors and KMPs.

The Company has ensured compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The revised policy on Related Party Transactions as approved by the Board is available on the Company's website at www. banswarasyntex.com/wp-content/uploads/2025/04/REL PTY TRN POLICY FINAL.pdf

During the year under review, four meetings of the Board of Directors were held on 11^th May, 2024, 6^th August, 2024, 5^th November, 2024 and 29^th January, 2025.

Details of the composition of the Board and its Committees, number of meetings held and attendance of Directors at such meeting are provided in the Corporate Governance Report, which forms part of this Report.

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one Meeting in a financial year without the attendance of Non-Independent Directors and Members of management.

During the year under review, Independent Directors met separately on 11^th May, 2024 inter-alia, for

? Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

? Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

? Evaluation of the quality, content and timeliness of flow of