Directors Report of Blue Pearl Agriventures Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 33^rd Annual Report of the Company along
with the Audited Financial Statements, for the period ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

Particulars	Period/ year ended	Period/ year ended
	31.03.2025	31.03.2024
Total Revenue	3532.99	26.41
Total expenses	3455.52	33.27
Profit/ (loss) before tax	77.47	-6.86
Profit/ (loss) after tax	64.47	-6.86

2. FINANCIAL OPERATIONS:

During the year under review, revenue from operations of the Company has been Rs.
3532.99/- lakhs as compared to Rs. 26.41/- lakhs during the previous financial year. The
Company’s profit after tax for the year under review was Rs. 64.47 lakhs as compared loss of
Rs. 6.86 /-lakhs during the previous financial year.

3. DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2024-2025 and the unsettled business
environment, the Company is unable to declare a dividend for the current year. No amount is
being transferred to reserves during the year under review.

4. DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public
as such, no amount of principal or interest on public deposits was outstanding as on the date
of the Balance Sheet.

5. LISTING FEES:

Being listed at BSE Limited, Mumbai, and the Company has duly paid the listing fees.

6. SHARE CAPITAL:

The paid-up equity share capital of your company stood at Rs. 60,25,60,000 consisting of
60,25,60,000 equity shares of Rs. 1/- each fully paid-up. During the year under review, the
Company has neither issued shares with differential voting rights nor has granted any stock
options or sweat equity.

However, during the year under review, the Company has issued Rs. 6,00,00,000/- Warrants
as on 27^th June, 2024 at an issue price of Rs. 10. The said warrants have been converted into
the Equity Shares on 11^th February, 2025.

Further, during the year under review, the Company has done sub-division of shares from Rs.
10 to Rs. 1. (Ex-date: 20-03-2025)

As on 31^st March, 2025, none of the Directors of the Company hold instruments convertible
into equity shares of the Company.

7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any subsidiary company within the meaning of Section 2(87) of
the Companies Act, 2013. There are no associates or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 and therefore provision with respect to
Section 129 of the Companies Act, 2013 are not applicable to the Company.

8. WHISTLE BLOWER:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as
amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower
Policy (“Policy”) to enable Directors and employees to report genuine concerns or
grievances, significant deviations from key management policies and reports on any non¬
compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law,
inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at
Company’s Website www.bluepearltexspin.com.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have
been provided during the year as the Directors of the Company do not draw any
Remuneration.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Ms. Renu Kaur (DIN; 10080402) was appointed as an Additional Non Executive
Independent Director by the Board of Directors of the Company w.e.f. 24th May, 2024.

Mr. Samir Jikarbhai Godil (DIN: 10740750) was appointed as Executive Director by the
Board of Directors of the Company w.e.f. 14th August, 2024.

Ms. Ritu Tiwari (DIN: 11040362) was appointed as an Additional Non-Executive
Independent Director by the Board of Directors of the Company w.e.f. 22nd April, 2025.

Mr. Shrikrishna Baburam Pandey (DIN: 07035767) has resigned as Whole-time director and
CFO of the Company w.e.f. 24th May, 2024.

Mr. Viren Makwana (DIN: 09007676) has resigned as Non-Executive Independent Director
of the Company w.e.f. 24th May, 2024.

Mr. Sudama Patel (DIN: 10132041) has resigned as Non-Executive Independent Director of
the Company w.e.f. 14th June , 2024.

B) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.

D) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

E) Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies,
strategies and other businesses. The schedule of the Board/Committee meetings to be held in

the forthcoming financial year is being circulated to the Directors in advance to enable them
to plan their schedule for effective participation in the meetings.

During the year the Company has held 14 (Fourteen) Board Meetings as against the
minimum requirement of 04 meetings. The meetings were held on 25/04/2024, 30/04/2024,
03/05/2024, 08/05/2024, 16/05/2024, 24/05/2024, 29/05/2024, 14/06/2024, 27/06/2024,
01/08/2024, 14/08/2024, 13/11/2024, 30/01/2025, 11/02/2025.

COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and
rules framed there under and Listing Agreement entered with Stock Exchanges.

The committees of the Board are Audit Committee, Stakeholders Relationship Committee
and Nomination and Remuneration Committee.

THE COMPOSITION OF AUDIT COMMITEE OF BLUE PEARL AGRIVENTURES
LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Anupma Kashyap	Chairman -Independent Director
Ms. Renu Kaur	Member - Independent Director
Ms. Samir Jikarbhai Godil	Member- Executive Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE
BOARD OF BLUE PEARL AGRIVENTURES LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Renu Kaur	Chairman -Independent Director
Ms. Anupma Kashyap	Member - Independent Director
Ms. Ritu Tiwari	Member- Non- Executive Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE
BOARD OF BLUE PEARL AGRIVENTURES LIMITED IS AS FOLLOWS.

NAME	COMPOSITION
Ms. Renu Kaur	Chairman -Independent Director
Ms. Anupma Kashyap	Member - Independent Director
Mr. Rishi Gosai	Member- Executive Director

11. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge
and ability, confirm that:

a) In the preparation of the Annual financial statements for the year ended 31^st March,
2025, the applicable accounting standards have been followed along with proper

explanation relating to material departures, if any.

b) Have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the Company for that period.

c) Have taken proper and sufficient care for the maintenances of adequate accounting
records in accordance with the provision of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) Have prepared the Annual accounts on a going concern basis.

e) Have laid down proper internal financial controls to be followed by the company and
that such financial controls are adequate and are operating effectively.

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

15. AUDITORS:

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the
Company at its 32^nd AGM appointed M/s. J Singh & Associates., Chartered
Accountants, (Firm registration No: 110266W) as the Statutory Auditors of the
Company for financial year 2023-2024.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies
(Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto),
and such other applicable provisions, if any, M/s. J Singh & Associates, Chartered
Accountants, (Firm Registration No: 110266W) will be Re- appointed as the Statutory
Auditors of the Company, to hold office of from conclusion of Thirty three Annual
General Meeting till the conclusion of the Thirty Seven Annual General Meeting of the
Company to be held in the year 2030, subject to approval of their appointment at the
Annual General Meeting. Members are requested to approve their appointment.

The Reports given by M/s. J Singh & Associates., Chartered Accountants on the
financial statements of the Company for FY 2024-25 are part of the Annual Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Ms.
Dharti Patel, (FCS No: 12801), Proprietor, DHARTI PATEL & ASSOCIATES,
Company Secretaries for the Financial Year 2024-25. The Company has provided all
assistance and facilities to the Secretarial Auditor for conducting their audit. The report
of Secretarial Auditor for the financial year ended 31st March, 2025 is annexed to this
report as Annexure-II.

Further, Ms. Dharti Patel will be appointed for a term of 5 years from FY 2025-26
subject to approval of shareholders in ensuing AGM.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Company has appointed M/s. S.P. Patel & Co, Chartered Accountants
as the Internal Auditors of the Company for Financial Year 2024-25.

Cost Auditors

For the FY 2024-25, cost audit is not applicable to the Company as the export turnover is
more than 75% of the total turnover. Hence the Company has not appointed Cost
Auditor.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March,
2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31 ^st
March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31st March, 2025:

The observations as per Secretarial Audit Report and the Board’s Reply is as under:

• The company has not dematerialized 100% of Shareholding of Promoter and
Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosure
requirements, Regulation 2015.

Board’s Reply: The Promoter shareholding will be converted into Demat at the earliest
as per regulations 31 (2) of LODR.

17. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details
of which needs to be mentioned in Director’s Report.

18. COST RECORDS AND COST AUDIT:

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the FY 2024-25. Accordingly, such accounts and records are not made and
maintained by the Company for the said period. The requirement for cost audit was not
applicable for the said period as the export turnover was greater than 75% for the prior
year.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual
Report as “Annexure I”.

20. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link
for Annual Return FY 2024-25.www.bluepearltexspin.com.

21. ANNUAL PERFORMANCE EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Director were reviewed
during the year pursuant to Section 134(3) (p) of the Companies Act, 2013. The Separate
meeting of independent Directors was held during the year to evaluate the performance
of other Non-Independent Directors and of the Board as a whole, also the performances
of Committees of the Board were reviewed. The performance of Board, Individual
Directors and Committees were found to be satisfactory.

22. CORPORATE GOVERNANCE REPORT:

The compliance with Corporate Governance provisions as per Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015 are applicable to company. The
Certificate of the Corporate Governance of Secretarial Auditor for the financial year
ended 31st March, 2025 is annexed to this report as Annexure-IV.

23. PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER
SECTION 134(M) OF COMPANIES ACT 2013 READ WITH COMPANIES
(ACCOUNTS) RULES 2014:

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in
using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equip ment’s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development
or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from

the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons
thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

24. CFO CERTIFICATION:

Certificate of CFO of the Company on Financial Statements, Cash Flow Statement for the
period ended March 31, 2025 and Certificate of CFO for compliance with Code of Conduct
by Board members and Senior Management personnel on Annual basis are enclosed herewith
as “Annexure III”.

25. PARTICULARS OF LOAN, GURANTEES OR INVESTMENT:

During the year, the Company has not given any loans, given any guarantee or provided
security as per Section 186 of the Companies Act, 2013.

26. MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company,
its Board and Committees. The meeting decided on the process of evaluation of the Board
and Audit Committee. It designed the questionnaire on limited parameters and completed the
evaluation of the Board by Non-Executive Directors and of the Audit committee by other
members of the Board. The same was complied by independent authority and informed to the
members.

27. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the
provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection
(3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee
has formulated the criteria for determining qualifications, positive attributes and
independence of a Director and recommended to the Board the policy, relating to the
remuneration of directors, key managerial personnel and other employees. The policy is
available at Company’s website on www.bluepearltexspin.com.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h)
of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2024-2025
and hence does not form part of this report.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the
financial year 2024-2025.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit
Committee and adequate Internal Financial Controls existed in the Company with respect to
the Financial Statements for year ended on 31^st March, 2025 and the Internal Financial
Controls are operating effectively commensurate with size and nature of business operations.

31. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during
the year 2024-25.

i) No of complaints received : Nil

ii) No of complaints disposed of: Nil

33. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the
confidence reposed by them in the company and for the continued support and co-operation
extended by them. Your Directors also wish to place on record their deep sense of
appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates
and Employees received during the period ended 31^st March, 2025.

BY ORDER OF THE BOARD

BLUE PEARL AGRIVENTURES LIMITED

Sd/-

Date: 29^th August, 2025 Rishikumar Gosai

Place: Mumbai Managing Director

DIN:10218840

---

Mar 31, 2024

The Directors take pleasure in presenting their 32^nd Annual Report of the Company along with the Audited Financial Statements, for the period ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amount in Lakhs)
Particulars	Period/ year ended	Period/ year ended
	31.03.2024	31.03.2023
Total Revenue	26.41	22.34
Total expenses	33.27	23.06
Profit/ (loss) before tax	-6.86	-0.718
Profit/ (loss) after tax	-6.86	-0.718

2.    FINANCIAL OPERATIONS:

Members are aware that business environment continues to be volatile due to global slowdown, uncertain environment and high fiscal deficit and inflation. Hence, there are difficult economic conditions coupled with fierce competition, high inflationary market conditions. During the period ended 31^st March, 2024, the loss after tax of the Company amounting to Rs. 6.86/- as against the profit after tax amounting to Rs. 0.72/- for the period ended 31^st March, 2023.

3.    DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

4.    DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

5.    LISTING FEES:

Being listed at BSE Limited, Mumbai, and the Company has duly paid the listing fees.

6.    SHARE CAPITAL:

The paid-up equity share capital of your company stood at Rs. 25,60,000 consisting of 2,56,000 equity shares of Rs. 10/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7.    SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

8.    WHISTLE BLOWER:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company’s Website www.bluepearltexspin.com.

9.    PARTICULARS OF EMPLOYEES AND REMUNERATION:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration.

10.    DIRECTORS AND KEY MANAGERIAL PERSONNEL:A) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Mr. Rishikumar Hanumanprasad Gosai (DIN: 10218840) was appointed as a Managing Director by the Board of Directors of the Company w.e.f. 12^th March, 2024.

Mr. Viren Makwana (DIN; 09007676) was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. 12^th March, 2024.

Mr. Sudama Patel (DIN: 10132041) was appointed as an Additional Non Executive Director by the Board of Directors of the Company w.e.f. 13^th October, 2013

Mrs. Anupma Kashyap (DIN: 09720124) was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. 30^th April, 2024.

Mr. Arunkumar Sharma (DIN: 00369461) has resigned as Non Executive Director of the Company w.e.f. 16^th May, 2024.

B)    Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

C)    Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D)    Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

E)    Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year the Company has held 8 (Eight) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 29/05/2023, 31/07/2023, 03/08/2023, 13/10/2023, 09/11/2023, 11/01/2024, 06/02/2024 and 12/03/2024.

11. COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and rules framed there under and Listing Agreement entered with Stock Exchanges.

The committees of the Board are Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

THE COMPOSITION OF AUDIT COMMITEE OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

NAME	COMPOSITION
Mr. Viren Makwana	Chairman -Independent Director
Mr. Sudama Patel	Member - Independent Director
Mr. Arun Kumar Sharma	Member- Non- Executive Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

NAME	COMPOSITION
Mr. Sudama Patel	Chairman -Independent Director
Mr. Arun Kumar Sharma	Member - Non -Executive Director Member
Mr. Viren Makwana	Member - Independent Director

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

NAME	COMPOSITION
Mr. Viren Makwana	Chairman -Independent Director
Mr. Arun Kumar Sharma	Member -Non- Executive Director
Mr. Sudama Patel	Member - Independent Director

12. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a)    In the preparation of the Annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b)    Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period.

c)    Have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)    Have prepared the Annual accounts on a going concern basis.

e)    Have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

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

15. AUDITORS:Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company at its 31^st AGM appointed M/s. B. Choradia & Co., Chartered Accountants, (Firm registration No: 104058W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31^st AGM until the conclusion of 36^th AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. J Singh & Associates, Chartered Accountants, (Firm Registration No: 110266W) will be appointed as the Statutory Auditors of the Company, to hold office of from conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Three Annual General Meeting of the Company to be held in the year 2025, subject to approval of their appointment at the Annual General Meeting. Members are requested to approve their appointment.

The Reports given by M/s. B. Choradia & Co., Chartered Accountants on the financial statements of the Company for FY 2023-24 are part of the Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024.The Secretarial Audit Report (MR-3) signed by Ms. Dharti Patel (FCS No: 12801), Proprietor, DHARTI PATEL & ASSOCIATES, Company Secretaries for the year ended on 31st March, 2024 is selfexplanatory and is annexed herewith as “Annexure II”.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. Phophalia S & Associates, Chartered Accountants as the Internal Auditors of the Company for Financial Year 2023-2024.

Cost Auditors

For the FY 2023-24, cost audit is not applicable to the Company as the export turnover is more than 75% of the total turnover. Hence the Company has not appointed Cost Auditor.

16.    EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a)    Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2024.

b)    Observations of Secretarial Audit Report for the year ended 31^st March, 2024:

The observations as per Secretarial Audit Report and the Board’s Reply is as under:

• The company has not dematerialized 100% of Shareholding of Promoter and Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosure requirements, Regulation 2015.

Board’s Reply: The Promoter shareholding will be converted into Demat at the earliest as per regulations 31 (2) of LODR.

17.    REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

18.    COST RECORDS AND COST AUDIT:

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.

19.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as “Annexure I”.

20.    ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2023-24. www. bluepearltexspin. com.

21.    ANNUAL PERFORMANCE EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to Section 134(3) (p) of the Companies Act, 2013. The Separate meeting of independent Directors was held during the year to evaluate the performance of other Non-Independent Directors and of the Board as a whole, also the performances of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory.

22.    CORPORATE GOVERNANCE REPORT:

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2023, the Company’s Paid-up Capital is of Rs. 25,60,000 /- and Net worth is of Rs. (11,630,360)/-

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report.

23.    PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(M) OF COMPANIES ACT 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014:

A)    Conservation of energy: -

i)    The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii)    The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii)    The capital investment on energy conversation Equipment’s: N.A.

B)    Technology absorption:

i)    The efforts made towards technology absorption:    N.A.

ii)    The benefits derived like product improvement,    cost reduction product development

or import substitution: N.A.

iii)    In case of imported technology (imported during the last three years reckoned from

the    beginning of the financial year): N.A.

a)    The details of technology imported: N.A.

b)    The year of import: N.A.

c)    Whether the technology been fully absorbed. N.A.

d)    If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv)    The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i)    Total Foreign Exchange Earned: Nil

ii)    Total Foreign Exchange Used: Nil

24.    CFO CERTIFICATION:

Certificate of CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2024 and Certificate of CFO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as “Annexure III”.

25.    PARTICULARS OF LOAN, GURANTEES OR INVESTMENT:

During the year, the Company has not given any loans, given any guarantee or provided security as per Section 186 of the Companies Act, 2013.

26.    MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was complied by independent authority and informed to the members.

27.    NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company’s website on www.bluepearltexspin.com.

28.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.

29.    COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the financial year 2023-2024.

30.    DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31^st March, 2024 and the Internal Financial Controls are operating effectively commensurate with size and nature of business operations.

31.    RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24.

i)    No of complaints received :    Nil

ii)    No of complaints disposed of:    Nil

33.    ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of

appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31^st March, 2024.

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Mar 31, 2014

The Members,

BLUE PEARL TEXSPIN LIMITED

(Formerly known as "E-Wha Foam India Limited")

The Directors take pleasure in presenting their 22nd Annual Report of the Company along with the Audited Financial Statements, for the period ended 31st March, 2014.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.) PARTICULARS PERIOD/YEAR ENDED 31.03.2014 30.06.2013

Total Revenue 23,90,664 1,25,24,838

Total expenses 23,69,708 1,24,63,785

Profit/(Loss) before tax 20,956 61,053

Profit/(Loss) after tax 14,479 61,053

Profit/(Loss) Brought Forward (5,21,42,506) (5,22,03,559)

Balance carried to Balance Sheet (5,21,32,671) (5,21,42,506)

2. FINANCIAL OPERATIONS:

Members are aware that business environment continues to be volatile due to global slowdown, uncertain environment and high fiscal deficit and inflation. Hence there are difficult economic conditions coupled with fierce competition, high inflationary market conditions. During the period ended 31st March, 2014, the profit after tax of the Company amounting to Rs. 14,479.

3. SCHEME OF AMALGAMATION OF COMPANY AND BLUE PEARL LIFESTYLE PRIVATE LIMITED:

The Board approved Scheme of Amalgamation during the period, pursuant to Section 391 to 395 read with section 100 to 105 and other applicable provisions, if any of the Companies Act, 1956 (or any amendment thereof). The Company has submitted the application to the BSE for seeking approval. However requisite approval not received. Hence Company has not proceeded further to file the application in High Court, Bombay.

4. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the period, the registered office of the company has changed from C-1, Everest Building, 01st Floor, Dattapada Road, Opp. BMC School, Borivali East, Mumbai- 400066, Maharashtra to 32, Vyapar Bhavan, 49, P.D. Mello Road, Mumbai- 400009, Maharashtra w.e.f 1st March, 2014.

5. EXTENSION OF FINANCIAL YEAR:

The previous accounting period of the Company was for 15 months after extension of the financial year ending 31st March, 2013 for a period of 3 months. Hence due to change in previous accounting period, the present accounting period is for 9 months, i.e from 1st July, 2013 to 31st March, 2014.

6. DELISTING FROM AHMEDABAD STOCK EXCHANGE (ASE):.

The Board of Directors of the Company has unanimously passed resolution for De-Listing of the securities from Ahmedabad Stock Exchange (ASE).

The Company has submitted an application for voluntary Delisting of equity shares under Clause 6(a) of SEBI (Delisting of equity shares) regulation, 2009 to the Ahmedabad Stock Exchange (ASE). However as on date of this report, the approval has not received.

7. DIVIDEND:

In view of the earlier year losses and negative net worth for the period under review, your Directors regret their inability to recommend any dividend as such.

8. DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

9. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies(Particulars of Employees) Amendment Rules, 1999 as amended up to date, there was no employee during the whole or part of the period who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

10. DIRECTORS:

During the period ended 31st March 2014 Mr. Om prakash madhogarhia (DIN- 05330865) has been appointed w.e.f. 07th February, 2014 and Mr. Ganeshbhai Sahebraobhai Sengadani ( DIN- 06647090) w.e.f. 14th November, 2013 as an additional Directors of the Company.

Mr. Nijal Navinchandra Shah (DIN- 05184993) resigned from the directorship of the Company w.e.f. 7th February, 2014, Mr. Narendra C Solanki (DIN- 03491896) w.e.f. 22nd January, 2014, Mr. Mukesh C Sampat (DIN- 03479845) w.e.f. 14th November, 2013, Mr. Priyesh Prakash Pethe (DIN- 05170880) w.e.f. 14th November, 2013.

Mr. Arun Kumar Sharma redesignated as the Executive Director of the Company w.e.f 14th November, 2013 and Mr. Shankar Pandare redesignated as Non Executive Director of the Company w.e.f 22nd January, 2014.

11. SUBSIDIARIES:

The Company does not have any subsidiaries; hence the particulars as required under Section 212 of the Companies Act, 1956 are not required to be given.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors'' confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period and of the Profit or Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, there were no Foreign Exchange Earnings and Outgo.

15. AUDITORS:

C.P. Jaria & Co., Chartered Accountants, Firm Registration No. 104058W, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligiblefor re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to re-appoint C.P. Jaria & Co., Chartered Accountants, as statutory auditor of the company from conclusion of the forthcoming AGM till the conclusion of the Twenty- Sixth annual general meeting to be held in the year 2018, subject to ratification of their appointment at every AGM.

16. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such. Further the Auditors'' Report to the Shareholders does not contain any adverse remarks or qualification.

17. COMMITTEES OF THE BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 2013 and Listing Agreement with Stock Exchanges.

Following Committees are constituted by the Board: Audit Committee, Shareholders / Investors Grievance Committee and Remuneration Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

18. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended 31st March, 2014 and CertificateofCEO forcompliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the period under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

20. CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance of the Company for the period under review, as per the requirements of Clause 49 of the Listing Agreement have been given under a separate section and forms part of this Annual Report.

21. LISTING FEES:

Being listed at BSE Limited, Mumbai, the Company has duly paid the listing fees.

22. ELECTRONIC FILING:

The Company periodically uploads Annual Reports, Financial Results, Shareholding Pattern, CorporateGovernance Reports etc. on its website viz. www.bluepearltexspin.com within the prescribed time limit.

23. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31st March, 2014.

By Order of the Board of Directors Blue Pearl Texspin Limited (Formerly known as "E-Wha Foam India Limited")

Date : 13th August, 2014 Shankar R. Pandare Place :Mumbai Chairman

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Jun 30, 2013

To, The Members of BLUE PEARL TEXSPIN LIMITED

(Formerly known as "E-Wha Foam India Limited")

The Directors take pleasure in presenting their 21st Annual Report of the Company along with the Audited Financial Statements, for the period ended June 30, 2013.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS PERIOD/YEAR ENDED

June 30, 2013 March 31, 2012

Total Income 1,25,24,838 14,48,322

Total Expenditure 1,24,63,785 17,83,205

Profit/(Loss) before Taxation 61, 053 (3,34,883)

Profit/(Loss) after Taxation 61, 053 (3,34,883)

Profit/(Loss) Brought Forward (5,22,03,559) (5,18,68,676)

Balance carried to Balance Sheet (5,21,42,506) (5,22,03,559)

2. FINANCIAL OPERATIONS:

During the year your Company has ventured into new business activity i.e. textile business pursuant to change of name of Company. Hence the Company has incurred profit of Rs. 61,053/- from the new business activity during the period ended June 30, 2013. The Company through efficient production management system and modernization is confident of increasing the profits of the Company in the coming years.

3. DIVIDEND:

In view of the earlier year losses and negative net worth for the period under review, your Directors regret their inability to recommend any dividend as such.

4. CHANGE OF NAME:

During the current year under review name of your Company was changed from E-Wha Foam India Limited to Blue Pearl Texspin Limited w.e.f November 08, 2012 pursuant to fresh Certificate of Incorporation consequent to change of name issued by the Registrar of Companies, Mumbai. Further, your Company has made Name Change application with Bombay Stock Exchange pursuant to Change of Name from E-Wha Foam India Limited to Blue Pearl Texspin Limited. However approval for same is pending from BSE Limited.

5. EXTENSION OF CURRENT FINANCIAL YEAR:

During the current year under review your Company at its meeting held on March 30, 2013 have approved extension of its current financial year commencing from April 01, 2012 to June 30, 2013 covering period of 15 (Fifteen) months.

6. DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

7. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up to date, there was no employee during the whole or part of the period who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

8. DIRECTORS:

During the year Mr. Deepak Rane and Mr. Mukesh Sampat, Directors retire by rotation and being eligible has offered themselves for re-appointment. The members are requested to re-appoint them in the forthcoming Annual General Meeting.

9. SUBSIDIARIES:

The Company does not have any subsidiaries; hence the particulars as required under Section 212 of the Companies Act, 1956 are not required to be given.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors'' confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period and of the Profit or Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, there were no Foreign Exchange Earnings and Outgo.

13. AUDITORS:

M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office until the conclusion of the forthcoming Annual General Meeting. They have expressed their unwillingness for re- appointment in the Company.

The Company has received consent for appointment of M/s. C.P. Jaria & Co., Chartered Accountants, as the Statutory Auditors of the Company. It is therefore proposed to appoint M/s C.P. Jaria, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

14. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such. Further the Auditors'' Report to the Shareholders does not contain any adverse remarks or qualification.

15. COMMITTEES OF THE BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges.

Following Committees are constituted by the Board: Audit Committee, Shareholders / Investors Grievance Committee and Remuneration Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

16. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended June 30, 2013 and Certificate of CEO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the period under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

18. CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance of the Company for the year under review, as per the requirements of Clause 49 of the Listing Agreement have been given under a separate section and forms part of this Annual Report.

19. LISTING FEES:

Being listed at BSE Limited, Mumbai & Ahmadabad Stock Exchange Limited, the Company has duly paid the listing fees.

20. ELECTRONIC FILING:

The Company periodically uploads Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.bluepearltexspin.com within the prescribed time limit.

21. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended June 30, 2013.

By Order of the Board of Directors

Blue Pearl Texspin Limited

(Formerly known as "E-Wha

Foam India Limited")

Date : August 30, 2013 Arun Kumar Sharma Shankar Pandare

Place : Mumbai Director Director

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Mar 31, 2011

To The Members of E-WHA FOAM INDIA LIMITED

The Directors have great pleasure in presenting 19TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.)

PARTIULARS YEAR ENDED

2010-2011 2009-2010

Total Income - -

Total Expenditure 216472 32895

Profit/(Loss) before Taxation (216472) (32895) Profit/(Loss) after Taxation (216472) (32895)

Profit/(Loss) Brought Forward (51652204) (51619309)

Balance carried to Balance Sheet (51868676) (51652204)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs 216472/- during financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the result in the coming years. The shares of your Company are listed at Bombay Stock Exchange and Ahmedabad Stock Exchange. However the trading in equity shares of your company at Bombay Stock Exchange is presently suspended due to non-compliances of some clauses of Listing Agreement. The company is in the process of reviving the company

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Narendra Solanki and Mr. Mukesh Sampat, Directors retiring by rotation in terms of provisions of Companies Act, 1956 and are eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends appointment of M/S Gupta Saharia & Co., Chartered Accountant as Statutory Auditors of the Company for the financial year 2011-2012, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor's complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s Gupta Saharia & Co, Statutory Auditors and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

By Order Of the Board

For E-WHA FOAM INDIA LIMITED

DIRECTOR DATE: 02nd September, 2011

PLACE: Mumbai

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Mar 31, 2010

To The Members of E-WHA FOAM INDIA LIMITED

The Directors have great pleasure in presenting 18TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.) PARTIULARS YEAR ENDED 2009-10 2008 -09

Total Income - -

Total Expenditure 32895 26495

Profit/(Loss) before Taxation (32895) (26495)

Profit/(Loss) after Taxation (32895) (26495)

Balance bought forward from previous year (51619309) (51592814)

Balance carried to Balance Sheet (51652204) (51619309)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs.32895/- during financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the result in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Priyesh Pethe and Mr. Narendra Solanki, Directors retiring by rotation in terms of provisions of Companies Act, 1956 and are eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends appointment of M/S Gupta Saharia & Co., Chartered Accountant as Statutory Auditors of the Company for the financial year 2010-2011, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor's complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s Gupta Saharia & Co, Statutory Auditors and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of the Board For E-WHA FOAM INDIA LIMITED

DIRECTOR

DATE : 20th August, 2010

PLACE: Mumbai