Bombay Swadeshi Stores Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 119^th Annual Report of Bombay Swadeshi Stores Limited (“the Company/ BSSL”) together with the audited financial statements for the financial year ended 31^st March, 2025 (the year under review, the year, or FY25).

1. FINANCIAL PERFORMANCE

The Companys financial performance during the year ended 31^st March, 2025 as compared to the previous financial year is summarized below:

( in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	8,876.89	8,310.12
Other Income	15.26	13.32
Total Revenue	8,892.15	8,323.44
Less: Expenses	7,710.11	6,973.49
Profit/ (Loss) before tax	1,182.04	1,349.95
Less: Tax Expense	310.22	357.61
Profit/ (Loss) after Tax	871.82	992.34

2. BUSINESS AND OPERATIONS

Bombay Swadeshi Stores Limited, a renowned and trusted brand in the Indian arts and handicrafts sector, has demonstrated impressive growth and resilience. For the financial year ended 31 ^st March, 2025, the company achieved a turnover of 88.77 crore, representing a 7% growth over the previous years turnover of 83.10 crore

Key highlights of the companys strategic initiatives and achievements include:

The company selectively expanded its retail presence by adding four new stores to the network.

1. Vytilla Junction in Cochin

2. Viviana Mall in Thane

3. Banjara Hills in Hyderabad

4. Lulu Mall in Trivandrum

This strategic expansion has strengthened the companys retail footprint.

The company has closed one store at Indore Airport due to end of contractual terms with the operator. The total number of stores are 27 as on 31^st March, 2025.

Substantial investments were made in various marketing initiatives and campaigns aimed at reinforcing the brands positioning and maintaining its leading presence in the competitive market. These efforts have enabled the company to effectively pivot its brand and sustain its market presence amidst intensifying competition.

The company remained committed to enhancing customer experience across both physical stores and its e-commerce platform. Key initiatives included process improvements and innovative measures aimed at elevating in-store engagement and online user experience.

These efforts have ensured a seamless and engaging experience for customers, driving loyalty and satisfaction.

The company maintained its focus on introducing new and refreshed products, styles, and designs across various categories. This approach has ensured a dynamic and appealing product portfolio that meets evolving customer preferences, keeping the brand relevant and competitive in the market.

With an unwavering focus on business excellence, the company is dedicated to collectively elevating itself to the next level of success. The commitment to achieving greater heights and continued prosperity is evident in the companys strategic initiatives and operational excellence.

Through these strategic efforts, Bombay Swadeshi Stores Limited continues to solidify its position as a leader in the Indian arts and handicrafts market, driven by a passion for excellence and a commitment to customer satisfaction.

a. Dividend

With a view to conserve resources, the Board of Directors does not recommend any dividend for the Financial Year ended 31^st March, 2025.

b. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

c. Change in the nature of business, if any

There was no change in the nature of business of the Company during the year under review.

d. Material changes and commitments if any affecting the financial position of the company, occurred after the balance sheet date and as at the date of signing this report

No material changes and commitments affecting the financial position of the Company occurred after the Balance Sheet date and as at the date of signing this report.

e. Report on Performance of Subsidiaries, Associates and Joint Venture Companies

Your Company does not have any subsidiary, associate or joint venture Company. No company has become or ceased to be its subsidiary, associate or joint venture company during the year under review.

f. Particulars of Contract or Arrangement with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on an arms length basis. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Report.

g. Revision of Financial Statement

There was no revision in the financial statements of previous years during the year under review.

h. Particulars of Loans, Guarantees, Investment and Securities

Company did not give loans and guarantees during the financial year under review. Further, for details of investments made by the Company, please refer Notes to the Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

i. Deposits

During the year under review, the Company has neither accepted any fresh deposit nor renewed any deposits. As on the date of this Report, there has been no default in repayment of any matured deposit.

j. Changes in the Share Capital

During the year under review, there was no change in the Authorized as well as Paid up Share Capital of the Company.

k. Maintenance of Cost Audit Records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Board of Directors & Key Managerial Personnel

As on 31^st March, 2025, the Board of Directors of the Company comprises of following Directors:

Name of the Director	DIN	Designation
Mrs. Madhu Chandak	07029901	Non-executive Director
Mrs. Manjri Chandak	03503615	Non-executive Director
Mrs. Jyoti Kabra	07088904	Non-executive Director

There was no change in composition of the Board of Directors of the Company during the financial year under review.

b. Director retiring by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Manjri Chandak (DIN: 03503615) retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. Necessary resolution for her re-appointment is included in the Notice of AGM for seeking the approval of Members.

The brief details of the director proposed to be re-appointed are given separately as an Annexure to the Notice of the Annual General Meeting.

4. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings

The Board of Directors met 4 (four) times during the financial year ended 31^st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of the Board meetings and attendance of each director thereat are provided herein below:

Sr. No.	Date of the Meeting (dd-mm-yyyy)
1	04-06-2024
2	20-08-2024
3	10-10-2024
4	31-01-2025

Attendance of each Director at the Board Meetings and the Annual General Meeting

Name of Directors	No. of Board Meetings		Attendance at last AGM held on 26th September, 2024
	Held	Attended
Mrs. Manjri Chandak	4	4	Yes
Mrs. Madhu Chandak	4	4	Yes
Mrs. Jyoti Kabra	4	4	Yes

b. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The scope and composition of the Stakeholders Relationship Committee is in conformity with the provisions of the said section.

The Stakeholders Relationship Committee comprises of:

Composition	Category
Mrs. Manjri Chandak	Chairperson
Mrs. Madhu Chandak	Member

The members of Stakeholder Relationship Committee met once during the financial year under review on 4^th June, 2024.

c. Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of:

Sr. No.	Name of the Member	Designation
1.	Mrs. Madhu Chandak	Chairperson
2.	Mrs. Manjri Chandak	Member
3.	Mrs. Jyoti Kabra	Member

The Committee is entrusted with the responsibility:

• To formulate CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and recommend same to the Board;

• To recommend the amount of expenditure to be incurred on CSR activities;

• To recommend annual action plan to Board of Directors of the Company in pursuance to the CSR policy and any modification as may be required;

• To implement and monitor the CSR activities of the Company, which shall be in compliance with CSR objectives and Policy of the Company;

• To provide a report on CSR activities to the Board of the Company periodically;

• To undertake impact assessment, if required through an independent agency as per the requirements of Companies Act, 2013 and CSR rules made thereunder;

• To monitor and review the CSR Policy of the Company from time to time; and

• To ensure the compliance of Section 135 read with Schedule VII of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and subsequent amendments thereto.

The Members of the CSR Committee of the Company met twice during the financial year under review, the details of meetings are as follows:

Sr. No.	Date of the Meeting
1.	20-08-2024
2.	03-02-2025

 

Name of the Member(s)	Nature of Membership	Meeting(s) details
		Held	Attended
Mrs. Madhu Chandak	Chairperson	2	2
Mrs. Manjri Chandak	Member	2	2
Mrs. Jyoti Kabra	Member	2	2

The brief outline of the Companys CSR initiatives undertaken during the year under review is furnished in Annexure-I in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Companys CSR Policy is placed on the website of the Company at https:// thebombaystore.com/pages/investor-relations

d. Internal Control Systems

There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

e. Risk Management

A detailed review of business risks and the Companys plans to mitigate them is assessed and considered by the Board of Directors of the Company. The Board has adopted the Risk Management Policy and Guidelines to mitigate foreseeable risks, avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Risk evaluation is an ongoing and continuous process within the Company and it is regularly updated to the Board of the Company.

Reporting of fraud

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this report.

6. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Account) Rules, 2014 are furnished as under:

a. Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at https://thebombaystore.com/pages/investor-relations

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo.

Considering the nature of business of the Company, furnishing information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and the rules made thereunder is not applicable to the Company during the year under review.

Foreign exchange earnings and outgo

( in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Actual Foreign Exchange earnings	1,614.47	1,560.72
Actual Foreign Exchange outgo	4.40	3.41

c. Secretarial Standard Compliance

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

d. Disclosure related to Maternity Benefits Act, 1961

The Company is compliant with the provisions of the Maternity Benefit Act, 1961.

7. GENERAL

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

1. Payment of remuneration or commission received by Directors from the Holding/ Subsidiary Company during the financial year 2024-25.

2. Issue of equity shares with differential rights under Employees Stock Option Scheme as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issued Equity Shares with differential rights as to dividend, voting or otherwise as per section 43 of the Companies Act, 2013

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme pursuant to section 54 of the Companies Act, 2013

5. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014; and

6. Significant or material orders passed by the Regulators or Courts or Tribunals having an impact on going concern status and Companys operations in future.

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and

8. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

8. PROTECTION OF WOMEN AT WORKPLACE

The company has complied with provisions relating to the constitution of Internal Complaints Committee

under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Complaints	F.Y. 2024-25
Number of complaints of sexual harassment received	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending as on 31st March, 2025	Nil

9. ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the employees for their dedicated services and collective contribution. Your Board also wish to express their appreciation for the assistance and co-operation received from the customers, members, suppliers, bankers and all other business associates.

For and on behalf of the Board of Directors of Bombay Swadeshi Stores Limited

Madhu Chandak	Manjri Chandak
Director	Director
DIN: 07029901	DIN: 03503615

Date: 12^th August, 2025 Place: Mumbai

Registered Office:

Western India House

Sir Pherozeshah Mehta Road

Fort, Mumbai - 400 001

CIN: U74999MH1905PLC000223

Tel No.: 022 - 6666 6925

Email Id: investor@bombaystore.com;

Website: www.thebombaystore.com