To the Members

Your Directors present the One Hundred and Forty Sixth (146th) 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 31st March, 2026.

1. FINANCIAL RESULTS

(Rs. in crore)

Previous year figures hav e been regrouped where necessary and have been re-stated as per Ind AS.

2. COMPANY RESULTS AND DIVIDEND

Company's turnover and other income for the year was Rs. 1595.06 crore as against Rs. 1732.34 crore in the previous year. The Profit Before Tax and exceptional Items was Rs. 65.81 crores as against Rs.80.87 crore in the previous year. The profit after taxis Rs. 26.66 crore as against a profit ofRs. 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 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 Rs. 0.40 per equity share i.e. 20% on the Equity Shares of Rs. 2/- each of the Company for the year ended 31st March, 2026 subject to the approval of Members at the 146th 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 Rs. 100/- each at its meeting held on 8th May, 2026, subject to the approval of Members at the 146th 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 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 Rs. 2.2 lakhs of deposits were repaid. same isThebalance unclaimed and unpaid deposit was transferred to the available on the website of the Investor Education and Protection Fund (IEPF) in FY 2025-26.

Total principal deposits outstanding as on 31st March, 2026 is Nil.

6. CREDIT RATING

CRISIL Ratings Limited has revised its outlook on long term bank facilities and fixed deposits of the Company to 'Stable' from 'Positive' while reaffirming the rating at 'CRISIL BBB+' as follows:

7. SHARE CAPITAL

The total Paid-up Share Capital as on 31 st March, 2026 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.

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

The informationpertaining 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.

9. RELATED PARTY TRANSACTIONS

There were no materially significant 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

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

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 commencing from 26th August, 2025 upto 25th August, 2030. Her appointment was approved by Members of the Company through postal ballot by passing a Special Resolution on 3rd 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 146th AGM of the

Company and, being eligible, offersherself for re-appointment. Her re-appointment is subject to the approval of the Members transactions with related 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 RiskOfficer 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 8th August, 2026 by the members at the 141st 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 8th May, 2026 re-appointed Mr. Batra for a second term commencing from 9th 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 146th 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 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 yearsas 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 of the Company 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 SEBIAct,1992read care for the 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 PresidingOfficer 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 Hon'ble 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.

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.

The 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 31st 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 at the end ofview of the state of affairs the financial year and of the profit of the Company period; c) Havetakenproperand 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.

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 prescribed under the SEBI Listing Regulations, 2015, 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 05th 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.

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 for inspection Personnel) Rules, 2014. The 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.

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

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.

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 143rd 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 148th 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 31st March, 2027 on a remuneration of

Rs. 6,00,000/- (Rupees Six Lakhs Only) plus out of pocket payable to the expensesandapplicable taxes. 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 145th AGM appointed M/s. Parikh & Associates (Firm Registration Number: P1988MH009800),firmof a 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 8th May, 2026, M/s. PKF Sridhar & Nil Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2026-27.

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. Further, there has been no change in the nature of Company's business 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 Companyhas 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 Companyhas 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 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.

During FY 2025-26, the Company has transferred Rs. 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 31st 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.

The Companyhas 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.

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.

The Directors deviationsfromkey 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.