Bhandari Hosiery Exports Ltd

The Members,

BHANDARI HOSIERY EXPORTS LIMITED

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

'The Board of Directors of the Company has proposed final dividend of Rs. @ Rs. 0.02/- per Equity Share (i.e. 2%), which is subject to the approval by the shareholders at the ensuing Annual General Meeting. In accordance with the revised Indian Accounting Standard - 'Contingencies and Events occurring after the Balance Sheet Date' (effective from 01.04.2016), proposed dividend for the year has not been recognized as a distribution of profit in the current year's accounts."

PERFORMANCE REVIEW

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

EXPORTS

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

SHARE CAPITAL

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

DIVIDEND

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

TRANSFER TO RESERVES

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

(INR Lacs)

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS AND KMPs

• Appointments

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

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

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

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

• Retirement bv rotation

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

• Resianations/Cessation

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

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

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

DECLARATIONS BY INDEPENDENT DIRECTORS

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

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

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

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

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

Directors.pdf

BOARD EVALUATION

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

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

NOMINATION & REMUNERATION POLICY

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

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

BOARD MEETINGS AND AUDIT COMMITTEE MEETINGS

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

KEY MANAGERIAL PERSONNEL

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

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

The Company has not directly or indirectly -

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

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

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

DEPOSITS

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

AUDIT COMMITTEE & VIGIL MECHANISM

Composition of Audit Committee:

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

Vigil Mechanism:

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company's website i.e. www.bhandariexaort.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

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

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

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure - B to this report.

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

COST AUDITORS

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

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

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

AUDITORS' REPORT

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

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

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

LISTING OF SECURITIES

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

HUMAN RESOURCES/INDUSTRIAL RELATIONS

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

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

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

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:

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

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

CORPORATE SOCIAL RESPONSIBILITY /CSRi

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

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

CERTIFICATIONS

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

BSCl Business Social Compliance Initiative CERTIFICATION

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

GOTS CERTIFICATION

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

SEDEX CERTIFICATION

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

SUBSIDIARY COMPANY/A SSOCIA TE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF THE EMPLOYEES

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

CAUTIONARY STATEMENT

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at 31st March 2025 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

EXTERNAL CREDIT RATING

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

DECLARATION REGARDING CODE OR CONDUCT

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

GENERAL DISCLOSURES

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

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

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

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

ACKNOWLEDGEMENT

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