Your Directors present the One Hundred and Forty Sixth (146^th) Annual Report on the business and operations of The Bombay Dyeing and
Manufacturing Company Limited ("the Company") along with the Audited Financial Statements (Standalone as well as Consolidated) for the
Financial Year ("FY") ended 31^st March, 2026.

1. FINANCIAL RESULTS

2. COMPANY RESULTS AND DIVIDEND

Company's turnover and other income for the year was ' 1595.06
crore as against ' 1732.34 crore in the previous year. The Profit
Before Tax and exceptional Items was ' 65.81 crores as against
'80.87 crore in the previous year. The profit after tax is ' 26.66
crore as against a profit of ' 489.83 crore in the previous year.

The Real Estate division continues to witness strong demand
momentum in the Mumbai Metropolitan Region (MMR),
particularly within the premium and luxury segments driven
by rising disposable incomes and wealth creation. With major
infrastructure projects like the coastal road connectivity,
metro rail expansion, and the trans-harbour link acting as key
catalysts, the region is seeing enhanced accessibility and newly
unlocked growth corridors. The division's established track record,
specifically the successful execution and sales performance of
earlier phases within the Island City Center (ICC) development, has
reinforced customer's confidence and market credibility. Looking
ahead, the Company remains focused on upcoming development
phases, leveraging its brand recall and infrastructure readiness
to cater to evolving consumer preferences for larger, amenity-
rich, and integrated living environments.

The Polyester division maintained resilient operational
performance despite a challenging global environment marked
by geopolitical uncertainties. Against an industry average
capacity utilization of below 80%, the Company achieved a higher
utilization rate of approximately 81.1%. This utilization reflects a
slight planned decline from the previous year due to a critical,
scheduled maintenance shutdown conducted in late 2025,
an activity typically undertaken every 6-7 years. While the sector
faces pressure from surplus domestic capacity and volatile crude
oil prices, the Company is enhancing its operational strength
and cost-efficiency through ongoing energy saving initiatives.
The medium term outlook appears promising, bolstered by the
anticipated implementation of Free Trade Agreements (FTA) with
the United Kingdom and the European Union, which are expected
to open new export avenues and boost the broader polyester
industry.

The Retail business of the Company, "Home & You," continues
to capitalize on the rapid transformation of the Indian retail
landscape, driven by rising urbanization and a shift towards
organized and branded home textiles. The division is successfully
integrating an omnichannel commerce model, combining

digital discovery with physical store experiences to reach a
wider consumer base across metropolitan and tier-2 markets.
Consumer demand remains robust for premium, aesthetically
differentiated offerings, with bed linen leading product demand.
Moving forward, the Company will emphasize product innovation
including sustainable fabrics and eco-friendly dyes to align with
increasing environmental awareness among consumers. By
leveraging the strong heritage brand equity of Bombay Dyeing
and strengthening its e-commerce partnerships, the division is
well positioned for long-term structural growth in the domestic
home lifestyle market.

The Board of Directors have recommended a Dividend of ' 0.40
per equity share i.e. 20% on the Equity Shares of ' 2/- each of
the Company for the year ended 31^st March, 2026 subject to the
approval of Members at the 146^th Annual General Meeting (AGM).
Further, the Board of Directors has also recommended payment
of Dividend on 8% Redeemable Non-Convertible Non-Cumulative
Preference Shares of ' 100/- each at its meeting held on 8^th May,
2026, subject to the approval of Members at the 146^th 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

3. CONSOLIDATED FINANCIAL RESULTS

As stipulated by Regulation 33 of the Listing Regulations,
the Company has prepared Consolidated Financial Statements
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 Statements is provided
above in point No.1 of this Report.

4. SUBSIDIARIES AND ASSOCIATES

During the year under review, there has been no change in the
Subsidiary 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
of the Annual Report.

5. FIXED DEPOSITS

During the year ' 2.2 lakhs of deposits were repaid.
The balance unclaimed and unpaid deposit was transferred to the
Investor Education and Protection Fund (IEPF) in FY 2025-26.
Total principal deposits outstanding as on 31^st March, 2026 is Nil.

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. Therefore, disclosure in Form AOC-2 prescribed under
Section 134(3)(h) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company.
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 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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

11. INSURANCE

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

12. ANNUAL RETURN

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, 2026 is uploaded on the website of the Company at
www.bombaydyeing.com

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there were following changes in the composition
of the Board. Mrs. Chandra Iyengar ceased to be a Non-Executive
Independent Woman Director of the Company with effect from
29^th May, 2025, and Mr. Varun Berry ceased to be a Non-Executive
Non-Independent Director of the Company with effect from 10^th
November, 2025.

Ms. Rukhshana Jina Mistry was appointed as Non-Executive
Independent Woman Director to hold office for a term of five years
commencing from 26^th August, 2025 upto 25^th August, 2030. Her
appointment was approved by Members of the Company through
postal ballot by passing a Special Resolution on 3^rd October,
2025.

Pursuant to the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Dr. (Mrs.)
Minnie Aarasp Bodhanwala (DIN: 00422067), Director of the
Company, retires by rotation at the ensuing 146^th AGM of the

Company and, being eligible, offers herself for re-appointment.
Her re-appointment is subject to the approval of the Members
at the ensuing AGM, and the relevant resolution has been
included in the Notice convening the AGM. The requisite details
as required under applicable laws have also been provided in the
said Notice. The Board recommends her re-appointment for the
approval of the Members.

Mr. Khiroda Jena ceased to be the Chief Financial Officer & Chief
Risk Officer of the Company from close of business hours on 13^th
February, 2026 and Mr. Niraj Kumar was appointed as Chief
Financial Officer & Chief Risk Officer of the Company w.e.f. 31^st
March, 2026.

Mr. Rajesh Kumar Batra (DIN: 00020764), who was appointed as
an Independent Director of the Company for a term of five years
upto 8^th August, 2026 by the members at the 141^st AGM, in terms
of Section 149 of the Act, is eligible for being re-appointed as an
Independent Director of the Company. Consequently, the Board
of Directors at its meeting held on 8^th May, 2026 re-appointed
Mr. Batra for a second term commencing from 9^th August, 2026 to
8^th August, 2031, not liable to retire by rotation. The appointment
of Mr. Rajesh Kumar Batra is subject to the approval of Members
of the Company at the ensuing 146^th AGM. Necessary resolution
for the re-appointment of Mr. Rajesh Kumar Batra for the second
term have been included in the Notice convening the ensuing
AGM and requisite details have been provided in the explanatory
statement of the Notice. Brief profile of Mr. Rajesh Kumar Batra
is also provided in the Notice convening the ensuing AGM for
reference of the Members. The NRC and Board recommends his
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 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.

Five 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.

SEBI Order

The Securities and Exchange Board of India had 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
had filed an appeal with Securities Appellate Tribunal (SAT) against
the aforesaid SEBI order and had obtained a stay on operation of
the said order on November 10, 2022. The hearings on the subject
matter were concluded. However the then Presiding Officer had
retired. Accordingly, it was directed that these matters would be
heard afresh upon reconstitution of the Bench. Subsequently, the
hearing in the matter resumed and concluded on April 3, 2025.
On January 16, 2026, the Horfble SAT, pronounced its final order
and had set aside the aforesaid SEBI order by majority. SEBI has
since challenged the SAT Order before the Hon'ble Supreme Court,
and the matter is currently at the admission stage.

Board Evaluation

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, Chairman of the
Company and that of the individual Directors. The manner in
which the evaluation has been carried out has been explained in
the Corporate Governance Report.

Nomination and Remuneration Policy

The Board of Directors of the Company has adopted, on the
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

14 DIRECTORS' RESPONSIBILITY STATEMENT

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, 2026, 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 2025-26.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

16. CORPORATE GOVERNANCE

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 prescribed under the SEBI Listing
Regulations, 2015, are annexed to this Report as Annexure C.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

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 HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated
30^th January, 2026 the Business Responsibility and
Sustainability Report ("BRSR") of the Company for FY 2025-26 is
forming part of the Report as Annexure D.

18. PARTICULARS OF EMPLOYEES

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 (9.30 a.m. IST to 6.30 p.m. IST) 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.

19. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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.

During the financial year under review, the Company has
complied with all the provisions of the POSH Act and the rules
framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in
the year: Nil

b. Number of Complaints disposed off during the year: Nil

c. Number of cases pending for more than ninety days: Nil

20. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions
of the Maternity Benefit Act, 1961 / the Code on Social Security,
2020 and has extended all statutory benefits to eligible women
employees during the year.

21. AUDITORS
Statutory Auditors

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 Independent Audit Reports given by M/s. Bansi S. Mehta
& Co., Chartered Accountants on the standalone and consolidated
financial statements of the Company for FY 2025-26 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. C. Dave & Co., (Firm Registration No. 000611)
Cost Accountants, to audit the cost accounts of the Company
for the F.Y. ending 31^st March, 2027 on a remuneration of
' 6,00,000/- (Rupees Six Lakhs Only) 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.

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 at its 145^th AGM appointed M/s. Parikh & Associates
(Firm Registration Number: P1988MH009800), a firm of
Company Secretaries in Practice as the Secretarial Auditors of
the Company for a term of five consecutive years commencing
from FY 2025-26 till FY 2029-2030. The Company has received
confirmation from the Auditors that they are eligible to continue
as the secretarial auditors of the Company.

The Report of the Secretarial Auditor is annexed herewith as
Annexure F.

Internal Auditors

At the Board Meeting held on 8^th May, 2026, M/s. PKF Sridhar &
Santhanam LLP, were appointed as the Internal Auditors of the
Company for FY 2026-27.

22. REPORTING OF FRAUDS BY AUDITORS

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.

23. SIGNIFICANT AND MATERIAL ORDERS

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.

24. MATERIAL CHANGES AND COMMITMENTS

There was no reportable material event in the Company during
the year. Further, there has been no change in the nature of
Company's business during the year.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

26. CORPORATE SOCIAL RESPONSIBILITY

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.

27. AUDITORS QUALIFICATIONS

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

28. RISK MANAGEMENT

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.

29. AUDIT COMMITTEE

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.

30. VIGIL MECHANISM

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 Chairman of 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.

31. INVESTOR EDUCATION AND PROTECTION FUND

During FY 2025-26, the Company has transferred ' 0.71 crore
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 1,45,178 equity shares held by 637 Shareholders, as
on 31^st March, 2026 whose dividends were remaining unpaid/
unclaimed for seven consecutive years i.e. from FY 2017-18 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.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND
GENERAL MEETINGS

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

33. GENERAL

• 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.

• There was no instance of Issue of equity shares with
differential voting rights as to dividend, voting or otherwise
or issue of sweat equity shares.

34. APPRECIATION

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 providers,
agents, suppliers, bankers and all other stakeholders. Last but
not the least, the Directors wish to thank all shareholders for
their continued support.

On behalf of the Board of Directors
NUSLI N.WADIA

Place: Mumbai Chairman

Date: 8^th May, 2026 (DIN: 0 0 015731)