Bengal Tea & Fabrics Ltd — Board Meeting, 30-05-2025: Board Meeting

May 30, 2025

To

The Manager

Department of Corporate Services

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai-400 001

Scrip Code: 532230

Dear Sir,

Sub: Outcome of Board Meeting

The Board of Directors at their meeting held today, i.e. May 30, 2025 at the registered office of the

company at Century Tower, 45, Shakespeare Sarani, 4th Floor, Kolkata – 700 017 has inter-alia,

1. Considered and Approved Standalone Audited Financial Results of the Company for the

quarter and Financial Year ended 31st March, 2025. In this regard, pursuant to regulation 33

of the Listing Regulations, we are enclosing herewith the Audited Financial Results of the

Company for the quarter and Financial Year ended 31st March, 2025, along with the Auditor’s

Report, issued by the Statutory Auditors of the Company.

2. Declared final dividend @ 15%, i.e. Rs. 1.50/- per Equity Share of Rs. 10/- each on 90,05,985

Equity Shares of the company for the financial year 2024-25. The Record Date for

ascertaining the names of the members who will be entitled to receive the final dividend is

Friday, July 4, 2025.

3. Appointed M/s. Bajaj Todi & Associates, a Peer Reviewed Firm of Practicing Company

Secretaries, having Firm Registration No. P2020WB081300 as the ‘Secretarial Auditors’ of

the Company, based on the recommendation of the Audit Committee, for a term of 5 (five)

consecutive years commencing from Financial Year 2025-26 until Financial Year 2029-30,

subject to the approval of the Shareholders of the Company at the ensuing Annual General

Meeting. The relevant details pursuant to Regulation 30 of the Listing Regulations read with

SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are

enclosed in Annexure A.

4. Appointed M/s. B M Chatrath & Co. LLP, Chartered Accountants, Firm Registration No.

301011E/E300025, as the Internal Auditor of the company pursuant to the provisions of

Section 138 of the Companies Act, 2013, read with rule 13 of the Companies (Accounts)

Rules 2014, based on the recommendation of the Audit Committee and the Nomination &

Remuneration Committee in place of M/s. D. Tiwari & Associates. The details as required

under Regulation 30 of the Listing Regulations read with SEBI Circular No.

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular no.

SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024 and SEBI Circular No.

SEBI/HO/CFD/CFD-PoD- 2/CIR/P/2024/ 185 dated December 31, 2024 is enclosed as

Annexure B.

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The Board meeting commenced at 11:30 A.M. and concluded at 02:00 P.M

Kindly take the same on record.

Thanking you

Yours faithfully,

For Bengal Tea & Fabrics Limited

Himangshu Kedia

Company Secretary & Compliance Officer

Encl: as above

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Annexure – A

Disclosure as per Regulation 30 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 read with SEBI Master Circular No.

SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024:

S.

No.

Particulars Details of Change

1. Reason for Change viz.

appointment,

resignation, removal,

death or otherwise

Appointment of M/s. Bajaj Todi & Associates Peer Reviewed Firm of

Company Secretaries in Practice (Firm Registration Number:

P2020WB081300) as Secretarial Auditor of the company

2. Date of appointment &

term of appointment

Appointment is for a period of five consecutive years commencing

from 1st April, 2025 to 31st March, 2030, subject to approval of the

shareholders at the ensuing Annual General Meeting.

3. Brief Profile (in case of

Appointment)

M/s. Bajaj Todi & Associates are a reputed firm of Company

Secretaries based in Kolkata. The firm is known for its expertise in

Corporate legal advisory services and had been consistently

recognized for its professional excellence. The firm offers a

comprehensive suite of services, including but not limited to

Secretarial Audit, providing advisory and consultancy services in the

field of corporate laws, SEBI related laws etc.

4. Disclosure of

relationships between

directors (in case of

appointment of a

director)

Not Applicable

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Annexure – B

Disclosure as per Regulation 30 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD- PoD-

1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated

November 11, 2024 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated

December 31, 2024

S.

No.

Particulars Details of Change

1. Reason for Change viz.

appointment,

resignation, removal,

death or otherwise

Appointment of M/s. B M Chatrath & Co. LLP, Chartered

Accountants, Firm Registration No. 301011E/E300025 as the

Internal Auditor in place of M/s. D. Tiwari & Associates.

2. Date of appointment &

term of appointment

Appointment is with effect from 1st June, 2025

3. Brief Profile (in case of

Appointment)

M/s. B M Chatrath & Co. LLP is more than 100 years old Firm of

Chartered Accountants founded in 1923 having pan India presence.

With eighteen partners and a robust team of associates, the firm

offers a comprehensive suite of services including but not limited to

Audit, Taxation, Back End Support, Financial Planning & Feasibility

Study and various Statutory compliances.

4. Disclosure of

relationships between

directors (in case of

appointment of a

director)

Not Applicable

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