Equity Analysis

To the Members

Your Directors present the One Hundred and Forty Fourth (144^th ) Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ("FY") ended 31^st March, 2024.

(Rs. in crore)

Previous year figures have been regrouped where necessary and have

The sale of company's land parcel at Worli during the year has significantly improved its overall performance. Consequently inspite of lower sales turnover and other income at Rs. 1,799.42 crs against Rs. 2,776.13 crs in the previous year Profit after Tax in the current year is Rs. 2,948.42 crs against a loss of Rs. 516.60 crs for the comparable period. Finance costs are sharply down consequent upon repayment of all debt obligations. The remaining funds have been deployed in liquid and marketable instruments.

The real estate market especially in Mumbai did exceedingly well during the year and continues to do so currently. The limited inventory of flats with the company has been fully liquidated. Occupancy Certificate for most of the flats in the two towers ICC 1 and 2 has been obtained and Full Occupancy Certificate is expected shortly.

The Polyester Division worked with a capacity utilisation of 86% as against the industry average of 80% and reported a turnover of Rs. 1,414.19 crs. Home and You the company's retail business been re-stated as per Ind AS. recorded a turnover of Rs. 45.02 crs during the year. Profitability was good given improvement of margins on superior product mix.

Taking into account improvement in the Company's profitability the Directors have recommended a Dividend of Rs. 1.20/- (i.e. 60%) on the Equity shares of Rs. 2/- each of the Company for the year ended 31^st March 2024 subject to the approval of Members at the144^th Annual General Meeting (AGM). Further the Board of Directors has approved payment of Dividend on 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs. 100/- each at its meeting held on 6^th May, 2024, subject to the approval of Members at the 144^th Annual General Meeting (AGM). No transfer to Reserves has been proposed by the Board.

The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations) The same is available on the website of the Company https://bombaydyeing.com/pdfs/corporate/Dividend_ Distribution_Policy.pdf

As stipulated by Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated Financial Statement reflects the results of the Company and that of its subsidiary and associates. As required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors' Report thereon is annexed and forms part of this Report.

The summarized Consolidated Financial Statement is provided above in point No.1 of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiary and associates in Form AOC-1 is forming part of the Consolidated Financial Statements.

During the year, the Company repaid the deposits aggregating to Rs. 0.04 Crore. Total deposits outstanding as on 31^st March, 2024 amounted to Rs. 0.22 Crore out of which 17 deposits aggregating Rs. 0.20 Crore had matured but remained unclaimed.

CRISIL Ratings Limited has assigned the ratings of bank loan facilities and fixed deposit instrument of the Company as follows:

The Company was earlier also rated by CARE Ratings Limited. At the request of the Company, CARE Ratings Limited vide their letter No: CARE/HO/RL/2023-24/4492 dated 1^st March, 2024 had withdrawn the outstanding ratings assigned to the bank facilities and fixed deposit of the Company as given below:

The total Paid-up Share Capital as on 31^st March, 2024 was Rs. 45.20 Crore comprising of 20,65,34,900 Equity Shares of Rs. 2/- each aggregating to Rs. 41.31 Crore and 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs. 100/- each aggregating to Rs. 3.89 Crore.

The Global Depository Receipts of the Company were delisted from Societe de la Bourse de Luxembourg w.e.f. 26^th October, 2023 pursuant to notice of resignation received from the Depositary for GDR holders' viz. Citibank N.A., New York and low activity in the GDR program.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.

There were no materially significant transactions with related parties during the year under review which were in conflict with the interest of the Company. All the transactions entered into by the Company with Related Parties during the year under review were at arms-length basis and in ordinary course of business. Suitable disclosures required under the Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statement. As required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party

Transactions which is available on the website of the Company https://bombaydyeing.com/pdfs/corporate/RPT%20Policy.pdf

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statement.

All the properties including buildings, plant and machinery and stocks have been adequately insured.

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31^st March, 2024 is uploaded on the website of the Company at www.bombaydyeing.com

At the 143^rd Annual General Meeting (AGM) of the Company held on 8^th September, 2023, Mr. Rahul Anand was appointed as the Manager of the Company for a period of 2 (Two) years with effect from 9^th August, 2023 to 8^th August, 2025.

During the year Mr. Sunil Siddharth Lalbhai (DIN: 00045590) was re-appointed as a Non-Executive Independent Director of the Company to hold the office for a second term of five consecutive years commencing from 5^th February, 2024 upto 4^th February, 2029. His appointment was approved by members of the company through postal ballot by passing a special resolution on 20^th December, 2023.

The Board has appointed Mr. Natarajan Venkataraman (DIN: 05220857) as an Additional Director of the Company with effect from 8^th February, 2024, whose appointment was approved by members of the Company through postal ballot by passing an ordinary resolution on 1^st May, 2024. In line with the provisions Section 149, 152 & 161 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Natarajan Venkataraman, Director of the Company, has been appointed as Non-Executive Non-Independent Director of the Company, whose office shall be liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Nusli Neville Wadia (DIN: 0 0 015731), Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The appointment of Mr. Nusli Neville Wadia is subject to the approval of the Members of the Company at the 144^th AGM which has been included in the Notice convening the ensuing AGM and requisite details have been provided in the Notice. The Board recommends his appointment.

Mr. Vinod Jain, Chief Financial Officer & Chief Risk Officer (CFO & CRO) of the Company, has given notice of resignation from the post of CFO & CRO, his last working day with the organisation will be 11^th July, 2024.

Mr. Suresh Khurana completed his tenure and ceased to be Manager of the Company from the close of business hours on 8^th August, 2023.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 26(3) of the Listing Regulations.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Apart from reimbursement of expenses incurred in the discharge of their duties, Non-Executive Directors are entitled for remuneration as permissible under the Act.

Seven Board Meetings were duly convened and held during the year and the details of Board/Committee meetings held are provided in the Corporate Governance Report. The gap between meetings was within the period prescribed under the Act and Listing Regulations.

The Securities and Exchange Board of India issued an order against the Company and it's Promoter Directors/Ex MD/Ex. JMD/Ex- Directors and Ex-CFO of the Company under sections 11(1), 11(2) (e), 11(4), 11(4A), 11B(1), 11B(2) and 15i of the SEBI Act, 1992 read with Rule 5 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The Company and the concerned noticees have filed an appeal with Securities Appellate Tribunal (SAT) against the aforesaid SEBI Order and has obtained a stay on operation of the said Order on November 10, 2022. The hearings on the subject matter are concluded. However, the Presiding Officer has since retired therefore this matter is required to be heard afresh before a newly constituted bench.

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its committee's viz. Audit Committee, Stakeholders Relationship Committee,

Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Strategic Committee, Investment Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors of the Company has adopted, on recommendation of the Nomination and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior Management and their Remuneration.

A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company https:// bombaydyeing.com/pdfs/corporate/corporatepdf09.pdf

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Have 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 and of the profit of the Company for that period;

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

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

e) Have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the

Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given in Annexure B to this Report.

A separate report on Corporate Governance pursuant to Regulation 34(3) of the Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report as Annexure C

In terms of amendment to Regulation 34(2)(f) of Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated 05^th May, 2021 read with Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11^th July, 2023 the Business Responsibility and Sustainability Report ("BRSR") of the Company for FY 2023-24 is forming part of the Report as Annexure D.

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report as Annexure E. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees' remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to grievance_redressal_cell@ bombaydyeing.com.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and same is posted on the website of the Company and can be accessed at https://bombaydyeing.com/pdfs/ corporate/corporatepdf08.pdf

The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaint under above said policy has been received during the FY 2023-24.

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 143^rd AGM appointed M/s. Bansi S. Mehta & Co. (Firm Registration No. 100991W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 143^rd AGM until the conclusion of 148^th AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company.

Pursuant to amendments in Section 139 of the Act, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with.

The Reports given by M/s. Bansi S. Mehta & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for FY 2023-24 are part of the Annual Report.

Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records of the Company are required to be audited. The Directors, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., (Firm Registration No. 000611) Cost Accountants, to audit the cost accounts of the Company for the FY ending 31^st March, 2025 on a remuneration of Rs.6,00,000/- (Rupees Six Lakhs) plus out of pocket expenses and applicable taxes. The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM.

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure F.

At the Board Meeting held on 6^th May, 2024, M/s. PKF Sridhar & Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2024-25.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director's Report.

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in the future.

There was no reportable material event in the Company during the year.

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Internal Financial Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. Details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act, comprising of three Directors including Independent Director. The composition and report on CSR is attached herewith as Annexure G.

Statutory Auditors' Report, Cost Auditors' Report and Secretarial Auditors' Report do not contain any qualification, reservation or adverse remarks.

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

During FY 2023-24, the Company has transferred ' 15,70,934 to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the Company has transferred 2,83,822 equity shares held by 921 Shareholders as on 31^st March, 2016 whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2015-16 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

• There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement of the Company with any Bank or Financial Institution.

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from dealers, service provider, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.