to the Members

Your Directors present the One Hundred and Forty Third (143rd ) 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 31st March, 2023.

1. FINANCIAL RESULTS

2. COMPANY RESULTS AND DIVIDEND

With normalcy slowly returning, the Company's turnover and other income have grown by 31.8% from ` 2,106.22 Crore in 2021- 22 to ` 2,776.13 Crore in the current year. However, the operating loss has increased from ` 301.34 Crore to ` 488.52 Crore in the current year. The Company's revenues from real estate activity as per Ind reporting for FY 2022-23 was ` 952.92 Crore as compared to

` 430.76 Crore in FY 2021-22. The construction of the towers at Island City Center ("ICC"), Dadar, by Bombay Realty, is completed and final snag rectifications are in progress. Occupation Certificate for most flats in ONE & TWO ICC is received and Full Occupation Certificate is expected shortly.

The residential real estate market in India and especially the Mumbai market did well in FY 2022-23 with companies seeing record sales further demonstrating the residential industry's contribution as one of India's fastest growing industries. Due to the buoyancy in the market and positive sentiments in the industry, the Company has also demonstrated its abilities and through innovative distribution & marketing strategies has achieved high sales numbers. This velocity of sales is substantially higher than what was achieved in the past.

The Polyester Division ("PSF Division") achieved a turnover of ` 1,670.48 Crore during the year ended 31st March, 2023 as compared to ` 1,548.45 Crore in the previous year. The average capacity utilisation was 92%. The Indian PSF industry average capacity utilization was around 80%. Home & You, the Company's retail business achieved a turnover of ` 50.33 Crore during the year ended 31st March, 2023, as compared to ` 21.71 Crore in the previous year. During the year under review, Home & You has achieved significant Revenue and Profitability, on account of improved consumer demand for the products.

However considering the loss and financial results of the Company for 2022-23 and the unsettled business environment, the Company is unable to declare a dividend for the current year. Consequently, no dividend shall also be paid on 8% Redeemable

Non-Convertible Non- Cumulative Preference Shares for the financial year 2022-23. The Company has adopted a Dividend Distribution Policy in accordance summarized Consolidated Financial Statement is with the requirements of Regulation provided 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

3. CONSOLIDATED FINANCIAL RESULTS

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 above in point No.1 of this Report.

4. SUBSIDIARIES AND ASSOCIATES

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.

5. FIXED DEPOSITS

During the year, the Company repaid the deposits aggregating to ` 0.41 Crore. Total deposits outstanding as on 31st March, 2023 amounted to ` 0.26 Crore out of which 22 deposits aggregating ` 0.25 Crore had matured but remained unclaimed.

6. CREDIT RATING

Brickwork Ratings India Pvt. Ltd. and Care Ratings Limited has assigned the ratings of bank loan facilities and fixed deposit instrument of the Company as follows:

*The company has requested Brickworks Ratings Pvt. Ltd. for withdrawal of credit rating in view of SEBI suspension order dated 5-september-2022 directing the rating agency to windup its operation within six month from the date of the order. In view of the said order the company has availed the credit rating services from the Care Ratings Limited.

7. SHARE CAPITAL

The total Paid-up Share Capital as on 31st March, 2023 was ` 45.20 Crore comprising of 20,65,34,900 Equity Shares of ` 2/- each aggregating to ` 41.31 Crore and 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of ` 100/- each aggregating to ` 3.89 Crore. The Company during the year had also filed a Draft Letter of Offer dated 3rd October, 2022 with Securities Exchange Board of India (SEBI) on 10^th October, 2022 for Issue of Rights Equity Shares to eligible equity shareholders of the company for its observations.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, 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.

9. RELATED PARTY TRANSACTIONS

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 disclosure required under the Accounting Standard (Ind appointment of Dr. (Mrs.) Minnie Bodhanwala is subject AS 24) have been made in the notes to the Financial Statement. As required under Regulation 23 of the 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, 2023 is uploaded on the website of the Company at www.bombaydyeing.com

At the 142^nd Annual General Meeting the AGM of the Company held on 29th June, 2022, Mr. Keki M. Elavia was re-appointed as a Non-Executive Independent Director of the Company to hold the office for a second term of two consecutive years commencing from 22^nd May, 2022 till the conclusion of 144th AGM of the Company, to be held in the year 2024.

During the year Mr. S. Ragothaman retired as Non-Executive Independent Director and Ms. Gauri Kirloskar, Independent director stepped down from the Board of the Company w.e.f. 9^th January, 2023. The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

The Board has appointed Mrs. Chandra Iyengar as an Additional Director of the Company with effect from 9th February, 2023, whose appointment was approved by members of the company through postal ballot by passing a special resolution on 24^th March, 2023. In line with the provisions of Sections 149, 160 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder Mrs. Chandra Iyengar, Director of the Company, has been appointed as Independent Director for five consecutive years from 9th February, 2023.

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Dr. (Mrs.) Minnie Bodhanwala, Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The the approval of the Members of the Company at the 143rd AGM. which has been included in the Notice convening the ensuing AGM and requisite details have been provided in the Notice. The Board recommends her appointment.

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 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.

Six 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 the concerned noticees have submitted appeal to Securities Appellate Tribunal(SAT). The SEBI Order has been stayed by the

SAT on the basis of appeal by the Noticees at SAT. The hearing on the subject matter is underway and the final order will be issued post conclusion of hearings in due course.

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 statutory committee's viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Rights Issue 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 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 http:// www.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 31st March, 2023, 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 loss 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 2022-23.

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

Company has adopted, on

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 LODR

Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated 05th May, 2021 the Business Responsibility and Sustainability Report ("BRSR") of the Company for FY 2022-23 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 disclosure is available for inspection Personnel)Rules,2014,The 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 redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaint under above said policy has been received during the FY 2022-23.

Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 138th 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 138^th AGM until the conclusion of 143rd AGM of the Company. The Company has received confirmation from the Auditors that are eligible to continue as the statutory auditors of the Company. Hence they are being re-appointed as Statutory Auditors of the company for second term of five years and the said resolution is being taken in the ensuing AGM.

The

Accountants on the standalone and consolidated financial statements of the Company for FY 2022-23 are part of the Annual Report.

Cost Auditors

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. Company .Dave&Co.,(FirmRegistration No.000611) has constituted a Corporate Social Cost Accountants, to audit the cost accounts of the Company for the FY ending 31st March, 2024 on a remuneration of

` 5,50,000/- (Rupees Five Lakh Fifty Thousand) plus out of pocket expenses and applicable taxes. The to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM.

Secretarial Auditors

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 4th May, 2023, M/s. PKF Sridhar & Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2023-24.

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 Reports given by M/s. Bansi S. Mehta & Co., adequate Chartered 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

(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. remuneration payable

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 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 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 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 requirements of the Act and the Listing Regulations and is available on the website of the Company.

During FY 2022-23, the Company has transferred ` 41,28,422 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 1,76,482 equity shares held by 618 Shareholders as on 31st March, 2015 whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2014-15 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.

deviationsfromkey 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 franchisees, 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.