44th Annual Report – FY 2024–25

ANNUAL REPORT FOR THE FY 2024-25

BLUE BLENDS (INDIA) LIMITED
CORPORATE INFORMATION

DIRECTORS’ REPORT

To the Members of

BLUE BLENDS (INDIA) LIMITED

The Board of Directors hereby present the Forty Fourth (44th) Annual Report on the Business and Operations of your Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

Members may kindly note that the directors of the reconstituted board were not in office for the entire Financial Year ended 31st March 2025 to which the report primarily pertains. Resolution Professional during the Corporate Insolvency Resolution Process (“CIRP”) which started from December 2021 until an approval of the resolution plan by the Hon’ble National Company Law Tribunal, Mumbai bench (“NCLT”) vide its order dated December 6, 2024 and then the Monitoring Committee from completion of CIRP until implementation of Resolution Plan / reconstitution of board of directors in May 2025, were entrusted with and responsible for the management of the affairs of the Company. Pursuant to the implementation of Resolution Plan, the new directors of the Company were appointed from April, 2025 onwards (as detailed herein below) and new management was put in place.

MATERIAL CHANGES AND COMMITMENTS:

Pursuant to the order passed by the Hon’ble NCLT, Mumbai bench on December 6, 2024, the Resolution Professional, in order to give effect and to comply with the resolution plan, passed necessary accounting entries in the financial statements of the Company before handed over the same to SRA & its associate company and prepared the financial statements on a going concern basis with the same “basis of preparation” under section 134(5) of the Companies Act, 2013 and related accounting standards.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Company’s financial performance as on March 31, 2025 is summarized as follows:

(Amount in Lakh)

As mentioned above, the Resolution Plan approved by Hon’ble NCLT under section 31 of the Insolvency and Bankruptcy Code, 2016 was in process of implementation.

Standalone:

Revenue from the operations of the Company for the FY 2024-25 was at Rs. 526.30 Lakhs as compared over the revenue from the operations for the FY 2023-24 which was at Rs. 590.92 Lakhs. The Company has incurred a net loss in the FY 2024-25 amounting to Rs. 72.83 Lakhs as compared to Net loss Rs. 65.19 incurred in FY 2023-24.

Consolidated:

Revenue from the operations of the Company for the FY 2024-25 was at Rs. 526.30 Lakhs as compared over the revenue from the operations for the FY 2023-24 which was at Rs. 590.92 Lakhs. The Company has incurred a Net Loss in the FY 2024-25 amounting to 74.41 Lakhs as compared to Net loss of Rs. 67.41 Lakhs Incurred in the FY 2023-24.

FUTURE OUTLOOK

Industry Overview

The global textile industry, a cornerstone of economic development, is undergoing a profound transformation driven by technological innovation and evolving consumer preferences. The market was valued at USD 1,976.84 billion in 2024 and is projected to reach approximately USD 4,016.50 billion by 2034, expanding at a CAGR of 7.35% from 2025 to 2034. Asia-Pacific dominates this market, with key players like China, Bangladesh, and India leading production and consumption.

The Indian textile industry is a major pillar of the country's economy, providing employment to over 45 million people and contributing approximately 2.5% to the national GDP. As the second-largest textile producer globally, India is poised for robust growth, with its market size expected to double to USD 350 billion by 2030. This growth is propelled by government initiatives such as the Production Linked Incentive (PLI) scheme and the establishment of PM MITRA Parks, which aim to create world-class manufacturing ecosystems. The industry is also benefiting from a favourable demographic profile, rising domestic consumption, and increasing demand for Indian textiles on the global stage.

                               Textile Market Size 2024 to 2034 (USD Billion)

However, the industry faces challenges, including fluctuating raw material costs, supply chain inefficiencies, and the need for greater sustainability. To remain competitive, Indian manufacturers are investing in modernization, automation, and sustainable production practices to improve efficiency and reduce their environmental footprint.

Denim Industry

The global denim industry, a significant component of the broader textile sector, is experiencing steady growth driven by its enduring appeal and versatility. The market, valued at USD 86.66 billion in 2024, is projected to grow to USD 119.9 billion by 2030, with a CAGR of 5.9%. The industry is seeing a shift in consumer preferences towards casual wear, pushing demand for different denim styles, from classic fits to baggy and stretch varieties. The rise of ecommerce has also played a crucial role in expanding the reach of denim brands globally. The Indian denim market, valued at USD 1.14 billion in 2024, is expected to grow to USD 1.83 billion by 2033. This growth is driven by the country's large youth population, increasing fashion consciousness, and the shift from traditional clothing to Western wear. India has emerged as a major hub for both domestic consumption and exports. Manufacturers are increasingly focused on product innovation, offering a wide range of denim fabrics with various washes, finishes, and blends to cater to evolving fashion trends. Sustainability is a key driver in this sector, with companies investing in water-efficient dyeing technologies, organic cotton, and recycled materials to meet the rising demand for eco-friendly products.

Management Point of View

Our strategic vision is to strengthen Blue Blends as a niche player in the textile industry through a continuous effort mainly focusing on operating excellence, technological innovation in technology, strategic market expansion.

Further, the management is keen in incurring capex in order to reduce its dependency on outsourcing partners / contractors / job workers by procuring automated / semi-automated power looms.

We are committed to a future-ready diversification of our product portfolio to capture new market segments and reinforce our position as a leader in the denim industry. This includes investing in research and development to create new blends, finishes, and smart textiles that meet the evolving demands of our global clientele. Our focus on digital transformation will streamline our operations, from supply chain management to customer engagement, enabling greater efficiency and responsiveness.

Further, the management strongly believes in investing in research and development to create new blends, finishes etc.

TRANSFER TO RESERVES:

During the year under review, no amount was proposed to be transferred to Reserves. The capital reserve includes 13,578.62 lakhs on account of write off / write back of trade receivables / payables being the difference between the carrying amount of liabilities and assets reduced by the amount paid in line with the resolution plan. The said treatment was carried out by the Resolution Professional in the financial statements of the Company to give effect of the resolution plan approved by NCLT, Mumbai on December 6, 2024.

STATE OF AFFAIRS / HIGHLIGHTS:

The Company is engaged in the business of denim fabric manufacturing since 1995. It manufactures various types of denim fabrics including Classic, Silky, Fancy, Structured, Mercerized, Mercerized Lycra, Poly Stretch, Silky Stretch, 100% Cotton and 100% Cotton Lycra.

The company had entered into an agreement with a job worker permitting use of its machinery personnel and infrastructure in consideration of job charges with an intent to meet the CIRP expenses and to keep the company as a going concern.

There has been no change in the business of the Company during the financial year ended March 31, 2025.

DIVIDEND:

During the year under review, the Board has not recommended any dividend on equity shares for the financial year ended 31st March 2025 because the company has recently emerged from the Corporate Insolvency Resolution Process (CIRP), and pursuant to the Hon’ble NCLT, Mumbai order dated 06.12.2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) The composition of Board of Directors and KMP of the Company as on March 31, 2025 is as follows:

"Following the company's takeover by the new management pursuant to the CIRP process, the existing Board of Directors was reconstituted, and the following appointments were made

The Honourable NCLT via its order dated 06.12.2024 had ordered for the formation of Implementation and Monitoring Committee (IMC) to carry on the implementation of the order until a proper management is formed. the Implementation and Monitoring Committee of Blue Blends (India) Limited (the “Company”) at its Meeting held on 15th July, 2025 inter alia, considered and approved the following:

Appointment of Ms. Devanshi Bhanushali (DIN: 11192409) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company.

Appointment of Ms. Jahnavi Mehta (DIN: 11180941) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company

Changes in Board of Directors (Effective 25th July, 2025):

The composition of the Board of Directors of the Company was revised as follows:

Mr. Aditya Mayank Parekh (DIN: 11008553), previously designated as Additional Director (Executive), was re-designated as Additional Managing Director.

Mr. Ritesh Rajkumar Chokhani (DIN: 11083282), previously designated as Additional Director (Executive), was re-designated as Additional Whole-time Director.

Mr. Kunal Salawat (DIN: 03511063), previously designated as Additional Whole-time Director (Executive), was re-designated as Additional Non-Executive Director.

Resignation of Company Secretary (Effective 7th July, 2025):

Mr. Chintan Bharatbhai Doshi (Membership No: A36190) tendered his resignation from the position of Company Secretary and Compliance Officer of the Company.

Appointment of Company Secretary (Effective 12th August, 2025):

Mr. Shivam Umesh Kangokar (Membership No: A77177) was appointed as the Company Secretary and Compliance Officer of the Company.

SHARE CAPITAL:

As a part of the implementation of the Resolution Plan approved by the Hon’ble NCLT under Section 31 of the Insolvency and Bankruptcy Code, 2016, vide its order dated December 6, 2024 read with order dated December 2, 2021, the following changes have taken place in the share capital of your Company during the year under review:

Authorised Share Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company as compared to previous financial year ended March 31, 2024.

Paid-up Share Capital:

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT:

To give effect to the extinguishment / cancellation of the existing equity share capital and infusion of fresh equity in the Company by SRA along with its associate companies as per the above clauses of the Order of the Hon'ble NCLT are under implementation.

Issue of equity shares with differential rights:

During the financial year ended on March 31, 2025, no equity shares with differential voting rights were issued.

Issue of sweat equity shares:

During the financial year ended on March 31, 2025, no sweat equity shares were issued.

Issue of employee stock options:

During the financial year ended on March 31, 2025, no Employee Stock Options were issued.  

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees:

Not applicable on your Company.

Issue of Equity Shares:

During the financial year ended on March 31, 2025, no equity shares were issued.

CREDIT RATING

Credit Rating not renewed.

LISTING FEES:

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT, Listing Fees to Bombay Stock Exchange and National Stock Exchange are under negotiation.

WEB LINK OF THE ANNUAL RETURN:

In accordance with sub-section (3) of Section 92 of the Act, as amended by the Companies (Amendment) Act, 2017, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2024-25 will be made available on the website of the Company in due course.

The Company is currently in the process of upgrading its website under the supervision of the Successful Resolution Applicant (SRA) to enhance functionality and ensure compliance with applicable regulatory requirements. Accordingly, the copy of the Annual Return in Form MGT-7 will be placed on the website once the enhancement process is completed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Members may kindly note that the directors of the reconstituted board were not in office for the entire financial year ended 31st March 2025 to which this report primarily pertains. Resolution Professional during CIRP and Monitoring Committee from completion of CIRP until implementation of Resolution plan, were entrusted with and responsible for the management of the affairs of the company.

Therefore, no Board Meetings were held.

NUMBER OF MEETINGS OF THE COMMITTEES OF THE BOARD OF DIRECTORS:

Members may kindly note that the directors of the reconstituted board were not in office for the entire financial year ended 31st March 2025 to which this report primarily pertains. Resolution Professional during CIRP and Monitoring Committee from completion of CIRP until implementation of Resolution plan, were entrusted with and responsible for the management of the affairs of the company.

Therefore, no Meeting of Committees of the Board of Directors were held.

DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

FINANCE AND ACCOUNTS

DEBENTURES

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT:

On satisfaction of full liabilities towards the Company's Debenture Holders as per approved Resolution Plan, the Debenture Redemption Reserve of Rs. 900 lacs created out of Profits in earlier year has been transferred to Capital Reserve Account during the year.

EVENT SUBSEQUENT TO BALANCE SHEET

There are no such events

DEPOSIT

During the year under review, your company has neither invited nor accepted any deposit from the public within the meaning of Section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of investments made pursuant to Section 186 of the Companies Act, 2013 and are provided in Note No. 6 of the financial statements.

ACCOUNTING

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and Indian Accounting Standards and other accounting principles generally accepted in India. The financial Statements have been prepared on historical cost basis. The estimates and judgements relating to financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of the transactions and reasonable present the Company’s state of affairs, profits and cash flows for the year ended 31st March, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards (IND AS) viz. IND AS 110, issued by the Institute of Chartered Accountants of India form part of this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Your Company has only one Subsidiary Company namely, Bindal Synthetics Private Limited. Subsidiary Company made a Loss of Rs. 1.58 lakhs for the year ended 31st March, 2025. A report on financial position of the subsidiary in Form AOC-1, as per the Companies Act, 2013 and Companies (Accounts) Rules, 2014, is annexed as “ANNEXURE – I”.

The company has no Joint Ventures and Associate companies.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year ended March 31, 2025, were in the ordinary course of business and on an arm’s length basis; accordingly, the provisions of Section 188 of the Companies Act, 2013, were not applicable.

However, during the same period, the Company had material transactions with its Holding Company, which were also in the ordinary course of business and on an arm’s length basis. Details of these transactions are provided in Form AOC-2, which is annexed herewith as “ANNEXURE – II”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

The Hon’ble National Company Law Tribunal (NCLT), Mumbai, vide Order No. CP No. 1896/IBC/MB/2018 dated 02.12.2021, had admitted the company into Corporate Insolvency Resolution Process (CIRP).

Subsequently, the Tribunal, through its order dated 06.12.2024, approved the resolution plan submitted by Mr. Amit Mahendrabhai Shah, the Successful Resolution Applicant. Pursuant to the approval, the company has been duly taken over by the new management from the erstwhile Resolution Professional, Mr. Vinit Gangwal.

EVALUATION OF THE BOARD’S PERFORMANCE

As per section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from December 02, 2021 and such powers were vested with the Resolution Professional. As a part of the implementation of the Resolution Plan approved by the Hon’ble NCLT vide its order dated December 6, 2024 read with order dated December 2, 2021, the erstwhile board of directors of the Company were replaced by the new board of directors with effect from 21st April, 2025. Therefore, being very short period, it was not feasible for the new board of directors to carry out the performance evaluation of the board, its committees and individual directors during the remaining period of year under review from the date of formation of Monitoring Committee till the date of re-constitution of the new board of directors.

DECLARATION BY INDEPENDENT DIRECTOR

As the Company was undergoing Corporate Insolvency Resolution Process (CIRP) and pursuant to the same the power of the Board has been suspended. Mr. Vinit Gangwal was appointed as the Interim Resolution Professional of the Company pursuant to the order passed by the Hon'ble NCLT, Mumbai Bench dated December 02, 2021 and subsequently as the Resolution Professional. In view of the same, no declaration has been obtained from the Independent Director under section 149(7) of the Companies Act, 2013.

Further in terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31 May 2018, after the commencement of Corporate Insolvency Resolution Process against the Company, all the powers and Committees shall be fulfilled by the Resolution Professional of the Company

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Since the Board was suspended, no new independent directors were appointed during the year 2024-2025.

However, after the Closure of Financial Year and before the report of this date below person were appointed as an Independent Directors.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR:

Since the Independent Directors have been suspended, programmes for familiarization of the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are not available on the Company's website as its inactive.

BOARD COMMITTEES:

During the year, the Company was under Corporate Insolvency Resolution Process (CIRP) pursuant to the Insolvency and Bankruptcy Code, 2016, and accordingly the powers of the Board of Directors and all Board Committees stood suspended; however, pursuant to the order of the Hon’ble NCLT, Mumbai Bench dated December 06 2024 approving completion of the CIRP and acquisition by the new management, the Company is implementing the said order and is in the process of reconstituting the Board and its Committees and ensuring compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ESTABLISHMENT OF VIGIL MECHANSIM/ WHISTLE BLOWER POLICY:

During the period when the Company was under Corporate Insolvency Resolution Process (CIRP) and all management, including the Board, was suspended, the vigil mechanism could not function in practice because the Board and its committees were not in office to oversee or administer the policy. This temporary non-functioning was a consequence of the statutory suspension of powers during CIRP and not a conscious policy choice to avoid legal duties

POLICIES UNDER COMPANIES ACT, 2013 AND SEBI REGULATIONS

Since the Company was under Corporate Insolvency Resolution Process from December 02 2021 to December 06 2024, during which the powers of the Board of Directors were suspended and exercised by the Interim Resolution Professional and subsequently by the Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016.

As a consequence of the statutory moratorium and suspension, certain Board and secretarial functions, including the formulation and maintenance of specified policies, could not be undertaken by the Board during the CIRP period. The Board has now resumed its functions and is in the process of finalizing and implementing the requisite policies.

RISK MANAGEMENT POLICY:

Your Company has an adequate risk management mechanism to wherein all applicable material risks are identified, assessed, monitored and mitigated. Major risks identified by the businesses and functions are systemically addressed through mitigating actions on a continuous basis. These are discussed at the meeting of the Board of Directors of the Company. However, at present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, forms an integral part of this Report and annexed herewith as “ANNEXURE – V”

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as “ANNEXURE – III” and forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Further as Company is in CIRP, the Board of Directors have been suspended w.e.f. December 02, 2021, all the powers are vested with the Resolution Professional appointed by the Hon'ble NCLT, Mumbai Bench, vide order C.P. No. 1896/IBC/MB/2018 dated December 02, 2021.

Since the Board has been suspended with effect from December 02, 2021, no CSR Activity has been commenced thereafter.

The report relating to corporate social responsibility is annexed herewith as “ANNEXURE - IV”

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The current reporting period comprises of CIRP period when the suspended board was exercising its powers and during the CIRP after the board is suspended and as per Order dated December 06,2024 of the Honourable NCLT, Mumbai, powers of the board are vested with RP / Monitoring Committee. After the RP has taken over the powers of the board from CIRP date the company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting that were operating effectively as at March 31, 2025. Based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control over Financial Reporting issued by The Institute of Chartered Accountants of India.

COMPLIANCE WITH SECRETARIAL STANDARD:

During the financial year, the Company was placed under Corporate Insolvency Resolution Process from December 02, 2021 to December 06, 2024 and the powers of the Board of Directors were suspended and exercised by the Interim and subsequently by the Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016. As a result of the statutory suspension and moratorium, the Company was temporarily unable to perform certain Board and secretarial functions, including functioning of Board committees and compliance with Secretarial Standards and the Vigil Mechanism/Whistle Blower Policy, until the Board and management were reinstated. Officers and employees cooperated with the Interim/Resolution Professional in the conduct of the CIRP and supported handing over of information and records.

NUMBER OF MEETINGS OF THE BOARD

Members may kindly note that the directors of the reconstituted board were not in office for the entire financial year ended March 31 2025 to which this report primarily pertains. Resolution Professional during CIRP and Monitoring Committee from completion of CIRP until implementation of Resolution plan, were entrusted with and responsible for the management of the affairs of the company.

After the re-constitution of Board as a part of the implementation of Resolution Plan of the company with effect from December 06, 2024, no board meetings were held during the year under review.

AUDITORS:

Statutory Auditors

M/s M Parashar & Co., Chartered Accountants, (Firm Registration Number 110954C) were appointed as the Statutory Auditors of your Company, pursuant to the approval obtained from the Committee of Creditors in the meeting of the Committee of Creditors and hold office until the conclusion of the ensuing Annual General Meeting.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Shabbir & Rita Associates LLP., Chartered Accountants, (Firm Registration Number 109420W) to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the new Act and the Rules framed.

Cost Auditors:

As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to carry out a cost audit.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Abhishek Singh, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2019-20.

As per Clause (8) of Part I of the First Schedule to the Company Secretaries Act, 1980, read with Guideline 9 of the ICSI Code of Conduct, a Practising Company Secretary, before accepting an assignment, is required to obtain a No Objection Certificate (NOC) or confirmation from the previous incumbent. In the absence of such clearance, the new auditor cannot legally proceed with the assignment.

The Secretarial Audit Report for the financial year ended 31 March, 2025 pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR) Regulation 2015 has not been prepared as the existing Company Secretary was unwilling to provide the NOC due to non-receipt of his past dues and also did not complete the assignment and consequently, the new Secretarial Auditor could not be appointed, resulting in the delay in finalizing the audit within the prescribed time.

Internal Auditors:

The Board wishes to inform that during the period from December 02, 2021 to December 06, 2024, the Company was subject to Corporate Insolvency Resolution Process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”). and the powers of the Board and management were suspended and exercised by the Interim/Resolution Professional. As a consequence, the Company was unable to undertake its routine corporate governance and compliance functions, including the appointment and functioning of an Internal Auditor under Section 138 of the Companies Act, 2013. Accordingly, it was not feasible to carry out the internal audit function or perform regular internal audit procedures for the said period, and no internal audit report was issued.

On reinstatement of the Board of Directors and resumption of normal management control upon completion of the CIRP process on December 06, 2024, the Board has initiated remedial measures to restore the internal audit mechanism and ensure compliance going forward. The process of appointing a qualified internal auditor for the financial year 2025–26 has been commenced.

On reinstatement of the Board and regularization of the Company Secretary function, the Board has initiated remedial steps to restore the internal audit function.

REPLY TO AUDITORS’ QUALIFICATION OR REMARKS OR OBSERVATIONS:

By the Statutory Auditor in his Report:

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:

Since the Board was suspended, no remunerations have been paid to Directors except one Erstwhile Director Mr. Anand Arya.

Pursuant to the order of the Hon'ble National Company Law Tribunal dated December 06 2024, the Company is implementing the said order and is in the process of formulating and adopting the policies mandated thereunder in accordance with applicable law.

COST RECORD:

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.

LOANS FROM DIRECTORS AND DIRECTOR’S RELATIVES:

The Company has not taken loan from its directors or directors’ relatives during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy, Technology Absorption Section 134(3)(m) read with Rule 8(3)(A and B) of Companies (Account) Rules, 2014

The Company has largely continued its conservation of energy initiative introduced in the past year.

The Capital investment on energy conservation equipment.

During the year under review, Company has not incurred any capital expenditure on energy conservation equipment.

Technology Absorption

The Company has largely continued its technology absorption initiative introduced in the past year.

Technology imported:

The Company is not using imported technology in the manufacturing process.

Expenditure incurred on Research and Development:

During the year under review, Company has not incurred any Expenditure on Research and Development.

Foreign Exchange Earnings and Outgo:

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has not been carried out, since the Company was in CIRP, effective from December 02, 2021.

The Company had not offered any shares to its employees or Key Managerial Personnel under any scheme of Employees Stock Option and has also not issued any sweat equity at any time.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company was under Corporate Insolvency Resolution Process (CIRP) from December 02, 2021 to December 06, 2024. During the CIRP period the Internal Complaints Committee functions were overseen by the Interim Resolution Professional/Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016. The IRP/RP ensured continued access to the grievance redressal mechanism and compliance with the POSH Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Hon’ble National Company Law Tribunal (NCLT), Mumbai, vide Order No. CP No. 1896/IBC/MB/2018 dated 02.12.2021, admitted the company into Corporate Insolvency Resolution Process (CIRP). Subsequently, the Tribunal, through its order dated 06.12.2024, approved the resolution plan submitted by Mr. Amit Mahendrabhai Shah, the Successful Resolution Applicant. Pursuant to the approval, the company has been duly taken over by the new management from the erstwhile Resolution Professional, Mr. Vinit Gangwal.

The details of the Other Application pending / disposed of with the Hon’ble NCLT is as below.

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:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their Knowledge and ability, confirm that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

They had 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 as at March 31, 2025 and of the profit and loss of the Company for the financial year ended March 31, 2025;

They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

They have prepared the annual accounts on a ‘going concern’ basis;

the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERNITY BENEFIT:

There were no women employees employed by the Company during the year ended 31st March, 2025; no payments or claims arose under the Maternity Benefit Act, 1961. The Company remains compliant with the Act and will provide all statutory entitlements to eligible women employees as and when employed.

WEBSITE

The Company is currently in the process of upgrading its website under the supervision of the Successful Resolution Applicant (SRA) to enhance functionality and ensure compliance with applicable regulatory requirements.

ADOPTION OF IND-AS

The audited financial statements of the Company drawn up, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”) notified under Section 133 of the Act, read with relevant rules and other accounting principles.

PREVENTION OF INSIDER TRADING

During the period when the Company was undergoing the Corporate Insolvency Resolution Process (CIRP), the powers of the Board were suspended pursuant to the order of the Hon’ble National Company Law Tribunal, Mumbai Bench dated December 02, 2021. Mr. Vinit Gangwal was appointed as the Interim Resolution Professional and subsequently as the Resolution Professional of the Company. As trading in the Company’s shares was suspended during this period, the Code of Conduct was not operational, and no trading took place in the Company’s securities.

ACKNOWLEDGEMENTS:

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

ANNEXURE - I

FORM AOC-1

(PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULES OF COMPANIES (ACCOUNTS) RULES, 2014)

Statement containing salient features of the Financial Statement of Subsidiaries / Associates / Companies / Joint Venture

SUBSIDIARIES

ANNEXURE – II

FORM NO. AOC-2 - PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH RELATED PARTIES

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

(Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to by the Company during the financial year ended on March 31, 2025, which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s length basis:

ANNEXURE – III

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Our Company is engaged in the business of denim fabric manufacturing since 1995. We manufacture various types of denim fabrics including Classic, Silky, Fancy, Structured, Mercerized Lycra, Poly Stretch, Silky Stretch, 100% Cotton and 100 % Cotton Lycra.

Our Manufacturing unit at Ahmedabad has a composite denim mill with installed capacity of 18 MMPA. Our experienced marketing and designing teams ensure that our products meet the latest trend in the denim market.

However, the company had entered into an agreement with a job worker permitting use of its machinery personnel and infrastructure in consideration of job charges with an intent to meet the CIRP expenses and to keep the company as a going concern.

The new management of the company is pleased to present its report on industry scenario including Company’s performance during the financial year 2024-25.

GLOBAL ECONOMIC OVERVIEW

The global economy in 2024 showed impressive resilience, even amid a complex socio-political and economic landscape. Growth was driven by a downward trend in inflation, which was largely a consequence of falling energy prices and stringent monetary policies implemented by most countries.

The US economy on the back of strong underlying demand and a strong labour market exhibited steady growth. Conversely, economies in the eurozone such as Germany navigated consumption slowdown.

The economy of China navigated issues in its property sector and witnessed a weaker than expected growth. The global economy is forecasted to witness a moderate growth 2.8% in CY 2025 and 3% in CY 2026.

With the recent imposition of tariffs by the US government and rising protectionist policies in various regions, the stability of global trade continues to be threatened. Despite these challenges, businesses are exploring new markets to bolster their supply chains, which is providing developing markets with opportunities.

With supportive policy frameworks and technological innovation, the global economy is well-positioned to navigate challenges and capitalise on emerging opportunities.

INDUSTRY STRUCTURE AND DEVELOPMENTS.

The global textile industry, a cornerstone of economic development, is undergoing a profound transformation driven by technological innovation and evolving consumer preferences. The market was valued at USD 1,976.84 billion in 2024 and is projected to reach approximately USD 4,016.50 billion by 2034, expanding at a CAGR of 7.35% from 2025 to 2034. Asia-Pacific dominates this market, with key players like China, Bangladesh, and India leading production and consumption.

The Indian textile industry is a major pillar of the country's economy, providing employment to over 45 million people and contributing approximately 2.5% to the national GDP. As the second-largest textile producer globally, India is poised for robust growth, with its market size expected to double to USD 350 billion by 2030. This growth is propelled by government initiatives such as the Production Linked Incentive (PLI) scheme and the establishment of PM MITRA Parks, which aim to create world-class manufacturing ecosystems. The industry is also benefiting from a favourable demographic profile, rising domestic consumption, and increasing demand for Indian textiles on the global stage.

However, the industry faces challenges, including fluctuating raw material costs, supply chain inefficiencies, and the need for greater sustainability. To remain competitive, Indian manufacturers are investing in modernization, automation, and sustainable production practices to improve efficiency and reduce their environmental footprint.

DENIM INDUSTRY OVERVIEW

The global denim industry, a significant component of the broader textile sector, is experiencing steady growth driven by its enduring appeal and versatility. The market, valued at USD 86.66 billion in 2024, is projected to grow to USD 119.9 billion by 2030, with a CAGR of 5.9%. The industry is seeing a shift in consumer preferences towards casual wear, pushing demand for different denim styles, from classic fits to baggy and stretch varieties. The rise of ecommerce has also played a crucial role in expanding the reach of denim brands globally. The Indian denim market, valued at USD 1.14 billion in 2024, is expected to grow to USD 1.83 billion by 2033. This growth is driven by the country's large youth population, increasing fashion consciousness, and the shift from traditional clothing to Western wear. India has emerged as a major hub for both domestic consumption and exports. Manufacturers are increasingly focused on product innovation, offering a wide range of denim fabrics with various washes, finishes, and blends to cater to evolving fashion trends. Sustainability is a key driver in this sector, with companies investing in water-efficient dyeing technologies, organic cotton, and recycled materials to meet the rising demand for eco-friendly products.

MANAGEMENT POINT OF VIEW

Our strategic vision is to strengthen Blue Blends as a niche player in the textile industry through a continuous effort mainly focussing on operating excellence, technological innovation in technology, strategic market expansion.

Further, the management is keen in incurring capex in order to reduce its dependency on outsourcing partners / contractors / job workers by procuring automated / semi-automated power looms.

We are committed to a future-ready diversification of our product portfolio to capture new market segments and reinforce our position as a leader in the denim industry. This includes investing in research and development to create new blends, finishes, and smart textiles that meet the evolving demands of our global clientele. Our focus on digital transformation will streamline our operations, from supply chain management to customer engagement, enabling greater efficiency and responsiveness.

Further, the management strongly believes in investing in research and development to create new blends, finishes etc

Further, the Board analysed the SWOT which is as follows :-

STRENGTH

Expertise in denim fabric in the textile industry

Wide price range suitable for different target markets/customers

Experienced team of fabric designers and development

Portfolio of new and varied products

WEAKNESS

Availability of counterfeit and cheaper products

Predomination of unorganised sector

Financial Crunch for working capital

OPPORTUNITIES

Increased acceptance of denim fabric in tier II and III cities and rural India

Increasing popularity of casual attire amongst youth

THREATS

Change in fashion cycle related to denim

Sharp competition in the domestic market as well as from low cost countries such as Bangladesh, Sri Lanka, Vietnam etc.

SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE & DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The company is primarily engaged in the business of denim fabric manufacturing, which constitutes a single reportable operating segment in accordance with Ind AS 108 – Operating Segments.

FINANCIAL HIGHLIGHTS

INR in lakh

FINANCIAL PERFORMANCE

As mentioned above, the Resolution Plan approved by Hon’ble NCLT under section 31 of the Insolvency and Bankruptcy Code, 2016 was implemented in the Company with effect from December 6, 2024.

On Standalone basis:

Revenue from the operations of the Company for the FY 2024-25 was at Rs. 526.30 Lakhs as compared over the revenue from the operations for the financial year 2023-24 which was at Rs. 590.92 Lakhs. The Company has incurred a net loss in the financial year 2024-25 amounting to Rs. 72.83 Lakhs as compared to Net loss Rs. 65.19 incurred in FY 2023-24.

On Consolidated basis:

Revenue from the operations of the Company for the FY 2024-25 was at Rs. 526.30 Lakhs as compared over the revenue from the operations for the FY 2023-24 which was at Rs. 590.92 Lakhs. The Company has incurred a Net Loss in the FY 2024-25 amounting to 74.41 Lakhs as compared to Net loss of Rs. 67.41 Lakhs Incurred in the FY 2023-24 .

RISK AND CONCERNS

The Company monitors a few key areas—demand trends, input costs, currency movements, working capital, and competition—that could influence performance as it rebuilds after CIRP. These are actively managed through a strengthened risk framework, tighter cash and inventory controls, supplier diversification, and ongoing operational improvements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The current reporting period comprises of CIRP period when the suspended board was exercising its powers and during the CIRP after the board is suspended and as per Order dated 06/12/2024 of the Honourable NCLT, Mumbai, powers of the board are vested with RP / Monitoring Committee. After the RP has taken over the powers of the board from CIRP date the company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting that were operating effectively as at March 31, 2025. Based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control over Financial Reporting issued by The Institute of Chartered Accountants of India.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Having recently emerged from CIRP, the Company has focused on stabilising and rebuilding its workforce by reinstating robust HR systems, and prioritising reskilling and performance‑based accountability. Ongoing in‑house and external training programmes have been rolled out to update skills and improve productivity. As on March 31, 2025, the Company had 0 full‑time employees. Industrial relations have remained harmonious throughout the year.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (STANDALONE BASIS)

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (CONSOLIDATED BASIS)

CAUTIONARY NOTE

Statements in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. These statements are subject to certain risks and uncertainties. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The actual results may be different from those expressed or implied since the Company's operations are affected by many external and internal factors, which are beyond the control of the management. Hence the Company assumes no responsibility in respect of forward-looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

ANNEXURE - IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

A brief outline of the CSR policy of the Company:

Our Board of Directors and our Management subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. The Company was under Corporate Insolvency Resolution Process from December 02, 2021 to December 06, 2024, during which the Board's powers were exercised by the Resolution Professional. Due to the statutory moratorium, key Board and secretarial functions—including committee operations, maintenance and functioning of Company’s website—were temporarily suspended, given the short timeframe, it was not feasible to reconstitute policies and committees. The Company is also in the process of rebuilding its website.

The Composition of the CSR Committee as on the March 31, 2025 is as under:

Reason mentioned in point No. 1

Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company:

Reason mentioned in point No. 1

Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):

Not Applicable for the financial year under review

Average net profit Calculation

Details of CSR Spent:

Not Applicable for the financial year under review

CSR amount spent or unspent for the financial year:

Not Applicable for the financial year under review

Excess amount for set off, if any:

NIL and hence the following details are mentioned as Not Applicable

In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

Not Applicable for the financial year under review

Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5):

Not Applicable for the financial year under review

ANNEXURE – V

CORPORATE GOVERNANCE REPORT FOR F.Y. 2024-2025

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AGAINST THE CORPORATE DEBTOR:

From December 02, 2021 till December 06, 2024, Corporate Insolvency Resolution Process ("CIR Process") was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from December 02, 2021 (Corporate Insolvency Resolution Process Commencement Date). Mr. Vinit Gangwal was appointed as Interim Resolution Professional ("IRP") in terms of the NCLT Order and Resolution Professional (RP) subsequently in the meeting of the Committee of Creditors.

The powers of Board of Directors of the Company stood suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On December 06, 2024, The Hon’ble NCLT, vide order IA. No. 2871/2022 In CP(IB)No. 1896/MB/2018 approved the resolution plan submitted by ‘Amit Mahendrabhai Shah and the said order will be binding on the Corporate Debtor, its employees, members, and creditors including the Central Government, any State Government, or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Corporate Governance Structure of the Company is vested with the Board of Directors ("the Board"). The Board is responsible for the management, direction and performance of the Company as well as to provide an independent view of the Company's Management while discharging its objectives.

Further as informed above CIRP had been initiated against the company under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) by the Hon'ble NCLT vide order dated December 02, 2021. Pursuant to Section 17 of the IBC, the powers of Board of Directors of the Company stood suspended, and such powers are vested with Interim Resolution Professional (IRP) / Resolution Professional (RP). Accordingly, Mr. Vinit Gangwal in his capacity as IRP/RP took control and custody of the management and operation of the company from December 02, 2021. Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by the IRP/RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP, as governed by the Code

On December 06, 2024 the Hon’ble National Company Law Tribunal (NCLT), vide order IA No. 2871/2022 in CP(IB) No. 1896/MB/2018, approved the resolution plan submitted by Mr. Amit Mahendrabhai Shah. Pursuant to the said order, the Hon’ble NCLT directed the constitution of an Implementation and Monitoring Committee (IMC) to oversee the execution of the resolution plan until a formal management structure is established.

The company is currently in the process of forming a new management team and relevant committees to align its operations with sound Corporate Governance practices.

BOARD OF DIRECTORS:

Composition, Category and size of the Board

The Board of Directors (‘the Board’) is the apex body, constituted by the shareholders, for overseeing the Company’s overall functioning. The provides strategic direction, leadership and guidance to the Company Management as also monitors the performance of the Company with the objective of creating long-term value for the various stakeholders and the Company.

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to "Composition of Board of Directors" shall not be applicable during the Insolvency Resolution Process period in respect of a listed entity, which is undergoing Corporate Insolvency Resolution Process.

Pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016, from the date of appointment of the Interim Resolution Professional,

The management of the affairs of the Corporate Debtor shall vest in the Interim Resolution Professional;

The powers of the board of directors or the partners of the corporate debtor, as the case may be, shall stand suspended and be exercised by the Interim Resolution Professional.

The Board of Directors of the Company was suspended during CIRP.

The composition of Board of Directors and KMP of the Company as on March 31, 2025 is as follows:

* Cessation with effect from 07.05.2025

"Following the company's takeover by the new management pursuant to the CIRP process, the existing Board of Directors was reconstituted, and the following appointments were made

As on 31-03-2025 there was no CFO Available in the Company.

the Implementation and Monitoring Committee of Blue Blends (India) Limited (the “Company”) at its Meeting held on 15th July, 2025 inter alia, considered and approved the following:

Appointment of Ms. Devanshi Bhanushali (DIN: 11192409) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company.

Appointment of Ms. Jahnavi Mehta (DIN: 11180941) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company

Changes in Board of Directors (Effective 25th July, 2025): The composition of the Board of Directors of the Company was revised as follows:

• Mr. Aditya Mayank Parekh (DIN: 11008553), previously designated as Additional Director (Executive), was re-designated as Additional Managing Director.

• Mr. Ritesh Rajkumar Chokhani (DIN: 11083282), previously designated as Additional Director (Executive), was re-designated as Additional Whole-time Director.

• Mr. Kunal Salawat (DIN: 03511063), previously designated as Additional Whole-time Director (Executive), was re-designated as Additional Non-Executive Director.

Composition, category and Number of Board and Committee position held as on 31 March, 2025.

Since the suspension of the Board and its Committees effective 2nd December 2021, no Board or Committee meetings have been convened during the financial year 2024–25.

Board Procedures and Meetings held:

During the year under review, no board meetings including meetings of Independent Directors were held since the powers of the Board of Directors were suspended due to commencement of the Corporate Insolvency Resolution Process (CIRP) (ie., December 02, 2021 till December 06, 2024) and the same is vested with the Resolution Professional.

After the re-constitution of Board as a part of the implementation of Resolution Plan of the company with effect from December 06, 2024, No board meetings were held during the year under review.

Familiarization Program

The powers of the Board of Directors have been suspended due to commencement of corporate insolvency resolution process with effect from 02 December, 2021. Prior to commencement of the Corporate Insolvency Resolution Process (CIRP), the RP is informed that all new directors inducted to the Board are introduced to our Company culture through appropriate orientation sessions. Presentations are made by executive director to provide an overview of the Company's operations and to familiarize the new non-executive directors with our operations. They are also introduced to our organization structure, our products, board procedures, matters reserved for Board, and our major risk and risk management strategy.

The new board has now resumed its functions and is in the process of finalizing and implementing the requisite policies.

Independent Directors

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and pursuant to the same the power of the Board had been suspended. Mr. Vinit Gangwal, appointed as the Interim Resolution Professional pursuant to the order passed by the Hon'ble NCLT, Mumbai Bench dated December 02, 2021 and subsequently as the Resolution Professional of the Company. In view of the same, no declaration has been obtained from the Independent Director under section 149(7) of the Companies Act, 2013.

Further in terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31 May 2018, after the commencement of Corporate Insolvency Resolution Process against the Company, all the powers and Committees shall be vested in the Resolution Professional of the Company.

On 6th December 2024, the Hon’ble National Company Law Tribunal (NCLT), vide order IA No. 2871/2022 in CP(IB) No. 1896/MB/2018, approved the resolution plan submitted by Mr. Amit Mahendrabhai Shah. Pursuant to the said order, the Hon’ble NCLT directed the constitution of an Implementation and Monitoring Committee (IMC) to oversee the execution of the resolution plan until a formal management structure is established.

the Implementation and Monitoring Committee of Blue Blends (India) Limited (the “Company”) at its Meeting held on 15th July, 2025 inter alia, considered and approved the following:

Appointment of Ms. Devanshi Bhanushali (DIN: 11192409) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company.

Appointment of Ms. Jahnavi Mehta (DIN: 11180941) as an Additional Director (Independent Director) w.e.f. 15th July, 2025 for a tenure of 5 years, subject to the approval of the shareholders of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

Since the commencement of the Corporate Insolvency Resolution Process with effect from December 02, 2021 to 6th December, 2024, power of Board of directors had been suspended and the same are exercised by interim resolution professional/resolution professional.

The new Board has been constituted after the end of the financial year and their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters, implementation of policies and rebuilding of Company’s website are in process.

COMMITTEES OF THE BOARD:

The RP is informed that prior to the commencement of the Corporate Insolvency Resolution Process (CIRP) (i.e., prior to December 02, 2021), pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, the Company had constituted the following Committees viz, Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility (CSR) Committee.

As per Regulation 15 (2B), the provisions as specified in Regulations 18 (Audit Committee), Regulation 19 (Nomination and Remuneration Committee), Regulation 20 (Stakeholder's Relationship Committee) and Regulation 21 (Risk Management Committee) under SEBI (LODR) Regulations, 2015 shall not be applicable during the Insolvency Resolution Process in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code.

During the year, the Company was under Corporate Insolvency Resolution Process (CIRP) pursuant to the Insolvency and Bankruptcy Code, 2016, and accordingly the powers of the Board of Directors and all Board Committees stood suspended; however, pursuant to the order of the Hon’ble NCLT, Mumbai Bench dated December 06, 2024 approving completion of the CIRP and acquisition by the new management, the Company is implementing the said order and is in the process of reconstituting the Board and its Committees and ensuring compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ATTENDANCE AT THE LAST ANNUAL GENERAL MEETING

During the financial year under review, the Company was under the Corporate Insolvency Resolution Process (CIRP), resulting in the suspension of its shares. Consequently, no Annual General Meeting was held during this period.

DETAILS OF RESIGNATION OF INDEPENDENT DIRECTOR WITH REASON:

Not applicable for the relevant financial year.

DETAILS OF GENERAL BODY MEETING

During the financial year under review, the Company was under the Corporate Insolvency Resolution Process (CIRP), resulting in the suspension of its shares. Consequently, no General Meeting was held during this period.

GENERAL SHAREHOLDERS INFORMATION

During the Corporate Insolvency Resolution Process (CIRP), the Company’s shares were suspended from trading. Furthermore, pursuant to the order dated December 06, 2024, the Hon’ble National Company Law Tribunal (NCLT) ordered the extinguishment of the Company’s equity and preference shares through a reduction in share capital. The relevant extract from the NCLT order is quoted below:

“All the equity shares and preference shares of the Corporate Debtor would stand extinguished by way of a reduction in the capital of the Company without any payment to the shareholders holding such shares without the requirement of writing the words ‘and reduced’. Such reduction of share capital shall not require any further approval, act, or action as required under the Companies Act, 2013 including Section 66 of the Companies Act, 2013 and such cancellation shall not require the consent of any of the creditors or shareholders of the Corporate Debtor. The Resolution Applicant is at liberty to file the necessary application(s) with the Stock Exchanges to get the shares relisted”

SHAREHLDING PATTERN AS ON 31.03.2025 :

On the Category of Shareholders

DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2025

MARKET PRICE DATA:

Stock Performance on BSE / NSE could not be ascertained since no historical data is available on BSE / NSE due to suspension of Trading.

PERFORMANCE EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to “Composition of Board of Directors” shall not be applicable during the Insolvency Resolution process period in respect of a Listed entity, which is undergoing Corporate Insolvency Resolution Process.

CODE OF ETHICS (CODE OF CONDUCT)

The Company has adopted a Code of Business Conduct and Ethics in terms of the SEBI LODR. However, all the Members of the Board have been suspended so no such declaration could be obtained regarding the same.

POLICIES

Since the Company was under Corporate Insolvency Resolution Process from December 02 2021 to December 06, 2024, during which the powers of the Board of Directors were suspended and exercised by the Interim Resolution Professional and subsequently by the Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016.

As a consequence of the statutory moratorium and suspension, certain Board and secretarial functions, including the formulation and maintenance of specified policies, could not be undertaken by the Board during the CIRP period. The Board has now resumed its functions and is in the process of finalizing and implementing the requisite policies.

GOVERNANCE CODES

Credit ratings

The Company has not obtained any credit ratings during the year under review. The existing credit rating was not renewed.

Other Disclosures

Familiarization Program

Since the board had been suspended, so no such familiarization program was conducted during the year under review.

Related Party Transactions

Transactions with related parties as per the requirements of Accounting Standards 18 issued by The Institute of Chartered Accountants of India are disclosed in the relevant Schedule of Notes to Annual Accounts.

Compliance Certificate

No Compliance Certificate to the Board of Directors pursuant to Regulation 17 (8) of the SEBI LODR has been obtained as power of the board are suspended.

Cash Flow Statement

Cash Flow statement for the year ended March 31, 2025 is appended as a part of Financial Statement.

Code of Conduct:

The Company has adopted a Code of Business Conduct and Ethics in terms of the SEBI LODR. However, all the Members of the Board have been suspended so no such declaration could be obtained regarding the same.

Transactions with Related Party

All related party transactions entered into during the financial year ended March 31, 2025, were in the ordinary course of business and on an arm’s length basis; accordingly, the provisions of Section 188 of the Companies Act, 2013, were not applicable.

However, during the same period, the Company had material transactions with its Subsidiary Company, which were also in the ordinary course of business and on an arm’s length basis. Details of these transactions are provided in Form AOC-2, which is annexed as ANNEXURE - II of the Directors report.

Vigil Mechanism/Whistle Blower Policy

The Company believes in conducting its affairs in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity, and ethical behavior. It has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle Blower Policy under which employees are free to report violations of applicable laws, regulations, and the Code of Conduct. However, as the company is currently under CIRP, there are no committee members overseeing this mechanism. In the absence of such a committee, it is the duty of the Board of Directors to look after the vigil mechanism; however, the same is currently suspended.

DISCLOSURES:

a) The details of the transaction with the related party transactions i.e., transactions of the Company of material nature, with its promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with interests of company at large has been disclosed in the Annua Account.

b) In the preparation of financial statement, the Company has followed the prescribed Accounting Standards.

MEANS OF COMMUNICATION:

The unaudited quarterly results and audited results were not uploaded on the website of stock exchanges, on which equity shares of the company are listed.

Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of the SEBI LODR

Company was in CIRP w.e.f. December 02, 2021 to December 06, 2024, so all the BOD were suspended. Resolution Professional failed to comply all the mandatory and event-based compliances to the extent information and records available.

The management is making every effort to comply with all mandatory and event-based regulatory requirements, to the extent permitted by the information and records currently available.

NON-MANDATORY REQUIREMENT

Shareholders Rights

The Company's half yearly results were not published and hence the same were not sent to the shareholders.

Audit qualifications

With regard to audit qualification necessary explanations have been furnished in the Notes to the financial statements

Reporting of Internal Auditor

Since the company was undergoing the Corporate Insolvency Resolution Process, the Internal Auditor reported directly to the Resolution Professional, in line with the obligations and practice under the Insolvency and Bankruptcy Code governing CIRP.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A)

The Company did not raise any funds through preferential allotment or qualified institutions placement during the year under review.

Remuneration to Statutory Auditors

Resolution professional had appointed M Parashar & Co. on as the Statutory Auditors of the Company for conducting statutory audit for the FY 2024-25 and their remuneration has been fixed at Rs. 3,00,000/-

It is important to note that the Resolution Professional did not file Form ADT-1 for the appointment of the Auditor on the MCA portal with the Registrar of Companies, as required under applicable regulations.

Sexual Harassment

The Company was under Corporate Insolvency Resolution Process (CIRP) from December 02, 2021 to December 06, 2024. During the CIRP period the Internal Complaints Committee functions were overseen by the Interim Resolution Professional/Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016. The IRP/RP ensured continued access to the grievance redressal mechanism and compliance with the POSH Act.

The details of complaints pertaining to sexual harassment during the financial year 2024–25 are as follows:

Compliance Certificate & Certificate of Non-Disqualification of Directors

As company was in CIRP and all existing Directors are suspended, the RP has not taken Compliance Certificate and certificate of Non-Disqualification of Directors.

The company was under the Corporate Insolvency Resolution Process, which concluded pursuant to the order dated December 06 2025. During the CIRP, the Board was suspended and stood dissolved for the relevant period. Accordingly, Board-level obligations and reporting requirements were not applicable during that tenure.

COMPLIANCE CERTIFICATE OF THE AUDITORS:

As the Company was undergoing CIRP and all Directors are suspended, the RP has not obtained compliance certificate for Corporate Governance from the Statutory Auditor.

The company was under the Corporate Insolvency Resolution Process, which concluded pursuant to the order dated 06 December 2025. During the CIRP, the Board was suspended and stood dissolved for the relevant period. Accordingly, Board-level obligations and reporting requirements were not applicable during that tenure.

INSIDER TRADING CODE

Since the Company was under Corporate Insolvency Resolution Process (CIRP) from December 02, 2021 to December 06, 2024, the shares of the Company were suspended. Hence the above code is not applicable.

WEBSITE

During the Corporate Insolvency Resolution Process (CIRP), the Company’s website remained non-functional under the Resolution Professional. The new management is currently in the process of developing a new website to restore digital operations and ensure regulatory compliance.

EXCLUSIVE EMAIL ID FOR INVESTORS:

During the Corporate Insolvency Resolution Process (CIRP), the exclusive investor email ID remained inactive under the Resolution Professional. The new management is in the process of reinstating a dedicated email ID to facilitate effective communication with investors and address their queries.

GENERAL SHAREHOLDER INFORMATION

During the Corporate Insolvency Resolution Process (CIRP), the Company’s shares were suspended from trading. Furthermore, pursuant to the order dated December 06, 2024, the Hon’ble National Company Law Tribunal (NCLT) ordered the extinguishment of the Company’s equity and preference shares through a reduction in share capital. The relevant extract from the NCLT order is quoted below:

“All the equity shares and preference shares of the Corporate Debtor would stand extinguished by way of a reduction in the capital of the Company without any payment to the shareholders holding such shares without the requirement of writing the words ‘and reduced’. Such reduction of share capital shall not require any further approval, act, or action as required under the Companies Act, 2013 including Section 66 of the Companies Act, 2013 and such cancellation shall not require the consent of any of the creditors or shareholders of the Corporate Debtor. The Resolution Applicant is at liberty to file the necessary application(s) with the Stock Exchanges to get the shares relisted”

OTHER DISCLOSURES

Policies mandated under law

The Company was under the Corporate Insolvency Resolution Process from December 02 2021 to December 06, 2024, during which the powers of the Board were suspended and exercised by the Interim Resolution Professional and subsequently by the Resolution Professional. On December 06, 2024 the Hon’ble NCLT, vide IA No. 2871/2022 in CP(IB) No. 1896/MB/2018, approved the resolution plan submitted by Mr. Amit Mahendrabhai Shah and directed constitution of an Implementation and Monitoring Committee to oversee implementation until a formal management is constituted. Consequently, certain Board and secretarial functions, including formulation of specified policies, could not be carried out during the CIRP; the Board has now resumed duties and is finalizing and implementing the requisite policies.

Details of capital market non-compliance, if any

Since the Company was under CIRP, the Company’s status under BSE and NSE stands suspended.

Disclosure of commodity price risks, foreign exchange risk and hedging activities:

The Company does not trade in commodities. The relevant details of foreign exchange exposure and risk / hedging activities are provided in Note No. 22 and 23 of Standalone Financial Statements.

Details of utilisation of funds raised through preferential allotment or qualified institutional placement

During the financial year under review the Company has not raised any funds through preferential allotment or qualified institutional placement.

Certification from the Company Secretary in Practice

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Abhishek Singh, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2019-20.

As per Clause (8) of Part I of the First Schedule to the Company Secretaries Act, 1980, read with Guideline 9 of the ICSI Code of Conduct, a practising Company Secretary, before accepting an assignment, is required to obtain a No Objection Certificate (NOC) or confirmation from the previous incumbent. In the absence of such clearance, the new auditor cannot legally proceed with the assignment.

The Secretarial Audit Report for the financial year ended 31 March, 2025 pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR) Regulation 2015 has not been prepared as the existing Company Secretary was unwilling to provide the NOC due to non-receipt of his past dues and also did not complete the assignment and consequently, the new Secretarial Auditor could not be appointed, resulting in the delay in finalizing the audit within the prescribed time.

Since the Board was suspended, there were no instances where the Board had not accepted any recommendation of any Committees of the Board during the Financial Year ended March 31, 2025.

Details of total fees paid to the Statutory Auditors

The total fees for all services paid by the listed entity and its subsidiary, on a consolidated basis, to the statutory auditor is mentioned in the Note No. 22 of Notes to consolidated financial statements for the year ended March 31, 2025.

Disclosures in relation to the Sexual Harassment of Women at (Prevention, Prohibition and Redressal) Act, 2013

The Company was under Corporate Insolvency Resolution Process (CIRP) from December 02, 2021 to December 06, 2024. During the CIRP period the Internal Complaints Committee functions were overseen by the Interim Resolution Professional/Resolution Professional appointed under the Insolvency and Bankruptcy Code, 2016. The IRP/RP ensured continued access to the grievance redressal mechanism and compliance with the POSH Act.

Disclosure by the Company and its Subsidiaries of “Loans and Advances in the nature of loans to firms/ companies in which directors are interested by name and amount

The above details are provided in Note. 09 of the Standalone and Consolidated Financial Statements for the F.Y. 2024-25.

Compliance of Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2) (b) to (i) of Listing Regulations

During the financial year under review, the Company was under the Corporate Insolvency Resolution Process (CIRP) pursuant to the Insolvency and Bankruptcy Code, 2016. As a result, the powers of the Board of Directors were suspended and exercised by the Resolution Professional. Consequently, the Company was unable to comply with the Corporate Governance requirements specified under Regulations 17 to 27 and Regulation 46(2)(b) to (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure of accounting treatment in preparation of financial statements

The Company has adopted and prepared the financial statements of the Company in accordance with Indian Accounting Standards (IND AS) and comply with the Accounting Standards specified under Section 133 of the Act and Companies (Indian Accounting Standards) Rules, 2015.

Reconciliation of Share Capital Audit

During the financial year under review the Company was under the Corporate Insolvency Resolution Process and the powers of the Board were suspended and exercised by the Resolution Professional. As a result, the quarterly Reconciliation of Share Capital Audit required under SEBI regulations could not be completed and the related reports were not submitted for the affected period

CEO/CFO Certification

As the Company was undergoing CIRP and all Directors were suspended, the RP has not obtained the compliance certificate as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The company was under the Corporate Insolvency Resolution Process, which concluded pursuant to the order dated 06 December 2025. During the CIRP, the Board was suspended and stood dissolved for the relevant period. Accordingly, Board-level obligations and reporting requirements were not applicable during that tenure.

Code for Prevention of Insider Trading Practices

During the Corporate Insolvency Resolution Process (CIRP), the Company’s equity shares were suspended from trading; accordingly, trading-related provisions of the Code for Prevention of Insider Trading were not operative while the suspension remained in force. The Company confirms that no market trades in its securities took place during the suspension period and that persons with access to unpublished price sensitive information (UPSI) were prohibited from trading.

Disclosures with respect to Demat suspense account/ unclaimed suspense account

The Company does not have any shares in the Demat suspense account/unclaimed suspense account.

Disclosures under Section II of PART II of Schedule V of Companies Act, 2013:

Since the Board was suspended, the above point is not applicable

Management Discussion & Analysis Report

Management Discussion Report is given in a separate section forming a part of this Annual Report.

Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Abhishek Singh, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2019-20.

As per Clause (8) of Part I of the First Schedule to the Company Secretaries Act, 1980, read with Guideline 9 of the ICSI Code of Conduct, a practising Company Secretary, before accepting an assignment, is required to obtain a No Objection Certificate (NOC) or confirmation from the previous incumbent. In the absence of such clearance, the new auditor cannot legally proceed with the assignment.

The Secretarial Audit Report for the financial year ended 31 March, 2024 pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR) Regulation 2015 has not been prepared as the existing Company Secretary was unwilling to provide the NOC due to non-receipt of his past dues and also did not complete the assignment and consequently, the new Secretarial Auditor could not be appointed, resulting in the delay in finalising the audit within the prescribed time.

The Company is taking all necessary steps to resolve the matter promptly and ensure completion of the Secretarial Audit at the earliest, while continuing to comply with all applicable statutory and regulatory requirements.

AUDITORS’ REPORT

Auditors Qualification:

The Auditors' Report to the Members on the Financial Statements of the Company for the year ended March 31, 2025 does not contain any qualification, reservation.

Declaration by the Chairperson under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company ordinarily obtains affirmations of compliance with the Code of Conduct from its Directors and Senior Management.

However, pursuant to the commencement of the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, and in accordance with Section 17 of the Code, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional during the financial year ended 31 March 2025.

Accordingly, the requirement of obtaining affirmation of compliance with the Code of Conduct from the Directors was not applicable during the period under review.

REGULATION WISE COMPLIANCES

During the financial year under review the Company was under the Corporate Insolvency Resolution Process and the powers of the Board were suspended and exercised by the Resolution Professional. As a result, the Regulation wise compliances required under SEBI regulations could not be completed and the related matter were not submitted for the affected period.

GREEN INITIATIVE

The previous management had already initiated and implemented these green measures. The new management will preserve the green measures instituted earlier, formalize them within board-level governance, introduce measurable targets and accountability, and progressively broaden the Company’s sustainability footprint with transparent reporting and independent assurance.