డైరెక్టర్ల నివేదిక Bohra Industries Ltd.

Mar 31, 2025

Your Directors’ have pleasure in presenting the 29^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY

Particulars	Amount (Rs. in Lakhs)
	2024-25	2023-24
Total Revenue	Nil	Nil
Total Expenditure	525.63	142.82
Profit / (Loss) Before Depreciation and Tax (PBDT)	(525.63)	(142.82)
Less: Depreciation	134.73	135.93
Profit /(loss) before Tax	(390.90)	(278.75)
Less: Provisions for Taxation Including Deferred Tax	(22.57)	(21.03)
Profit / (Loss) After Tax (PAT)	(368.33)	(257.72)

2. TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserves in the Financial Year 2024

25.

3. FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

During the period under review, the Company remained non-operational and, accordingly, the total revenue earned was NIL, the same as in the previous year. The Company has incurred a net loss of ^368.33 lakhs as against a net loss of ^257.72 lakhs in the previous year.

4. DIVIDEND

In view of the losses incurred during the financial year 2024-25, the Board of Directors has not recommended any dividend. (Previous year: Nil).

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Board’s Report.

6. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the Company during the period under review.

7. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company or Joint Venture of the Company. Further, during the reporting period, no company has become or ceased to be a subsidiary/ joint venture or associate Company.

8. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP) DETAILS

During the financial year 2024-25, the following changes took place in the composition of

the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Mahesh Kumar Hada (DIN: 10778619), Mr. Shankar Balachandran (DIN: 10850023), and Mrs. Mascarenhas Anita (DIN: 01189484) were appointed as Additional Directors (Non-Executive, Independent) with effect from December 02, 2024, and were subsequently regularised as Independent Directors at the Annual General Meeting held on December 31, 2024.

2. The tenure of Mrs. Kalpana Mehta (DIN: 05215041) as Independent Director was completed. She was re-appointed as Independent Director at the Annual General Meeting held on December 31, 2024, and later resigned from the office of Independent Director with effect from February 18, 2025.

3. The tenure of Mr. Krishna Agarwal (DIN: 09402238) as Managing Director ended on January 04, 2025. He continues to serve as a Director of the Company and was further appointed as Chief Executive Officer with effect from February 14, 2025.

4. Mr. Shubham Gaur (DIN: 10908777) was appointed as Chief Financial Officer and Additional Director (Executive) with effect from February 14, 2025, and was subsequently regularised as Whole-time Director at the Extraordinary General Meeting held on April 02, 2025.

5. Mr. Vinendra Kumar Jain (DIN: 02206284) was appointed as an Additional Director (Non-Executive, Independent) with effect from February 14, 2025, and was subsequently regularised as an Independent Director at the Extraordinary General Meeting held on April 02, 2025.

6. Mr. Shahid Raza Rizvi (DIN: 02029659) resigned from the office of Independent Director with effect from February 07, 2025.

7. Ms. Ankita Jain (ACS: 36382) resigned from the office of Company Secretary with effect from February 28, 2025.

Changes after the closure of the financial year (up to the date of this Report):

1. Ms. Anshu Kumari Agrawal (ACS: 72422) has been appointed as Company Secretary of the Company with effect from May 29, 2025.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company;

1. Mr. Krishna Agarwal -Chief Executive Officer

2. Mr. Shubham Gaur- Whole-time Director and Chief Financial Officer

3. Ms. Ankita Jain (ACS: 36382) - Company Secretary (resigned from the office of Company Secretary with effect from February 28, 2025)

4. Ms. Anshu Kumari Agrawal (ACS- 72422)- Company Secretary (appointed as Company Secretary of the Company with effect from May 29, 2025)

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

10. SHARE CAPITAL

There were no changes in the share capital of the Company during the financial year 202425. The position of the share capital as on March 31, 2025, is as under:

Authorised Share Capital was ^20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000 equity shares of ^10/- each and Paid-up Share Capital ^14,29,71,520 (Rupees Fourteen Crore Twenty-Nine Lakh Seventy-One Thousand Five Hundred Twenty only) divided into 1,42,97,152 equity shares of ^10/- each, fully paid-up.

11. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid and update their bank account and Email ID with the respective depository Participant.

12. INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Board adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. For the

assurance of best possible Internal Financial Controls to be followed by the Company, furtherance to the current Internal Financial Controls, a Policy of Internal Financial Control was reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: http://www.bohraindustries.com/

13. COMPANY’S POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE AND REMUNERATION

The Company has a Nomination and Remuneration Committee (NRC) and the Composition and Scope of the Committee are set out in the Corporate Governance Report forming part of this Annual Report.

The Company’s Policy for selection and appointment of Directors and their remuneration is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The shareholders may refer the Company’s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, independence of Director and other matters provided under sub-section (3) of section 178.

14. PARTICULARS OF EMPLOYEES UNDER SECTION 197112) OF THE COMPANIES ACT-2013

There were no employees whose remuneration was in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of Companies (Appointment and Remuneration of Managerial personnel) Rules 2014. The ratio of remuneration of each director to the median employee’s remuneration and other details in accordance with sub-section 12 of the Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as Annexure - I.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming an integral part of this Report, has been separately furnished in Annexure II. The Management Discussion and Analysis gives details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

16. STATUTORY AUDITORS AND THEIR REPORT STATUTORY AUDITORS

M/s Valawat & Associates (FRN: 003623C) were appointed by the Shareholders at the 27^th Annual General Meeting of the Company held on 30^th December, 2023 as Statutory Auditors for a period of five consecutive years to hold office up to conclusion of the 32^nd Annual General Meeting. They have audited the financial statements of the Company for the Financial Year under review.

The observations of Statutory Auditors in their Report are self-explanatory and therefore, do not require further explanation. The Auditors’ Report does not contain any qualification, reservation or adverse remark. Further, there was no incidence of fraud reported by the Statutory Auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

COST AUDITOR

As per section 148, cost audit is not applicable for the year under review.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, Mr. Jain Kothari & Co., Chartered Accountant (FRN: 022340C) was appointed as an internal auditor of the Company to conduct internal audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. S P Moud & Associates, Company Secretaries (Unique code: S2023RJ906400) was appointed as Secretarial Auditors to conduct secretarial audit of the company for the financial year 2024-25. The Report of Secretarial Auditor is annexed with this report as Annexure-III.

The qualifications, observations or adverse remark or disclaimer is as stated in the said report.

Explanation by the Board on qualifications, observations or adverse remark or disclaimer made by the secretarial auditor:

The company had undergone into a Corporate Insolvency Resolution Process (CIRP), one of the financial creditors has withdrawn claim from the company for its dues vide their letter dated 15/09/2020 but the financial creditors withheld the necessary No Objection Certificate (NOC) contrary to approved Resolution Plan. This lack of NOC created operational and financial impediments, delaying various internal processes.

For this company has filed petition with NCLT but our petition in the National Company Law Tribunal (NCLT) was initially rejected. Subsequently, we filed an appeal before the National Company Law Appellate Tribunal (NCLAT) vide appeal no. 1025 of 2023, which approved the appeal, and finally on 24th April 2024 company received NOC from Financial Creditor. This prolonged process contributed to a delay in the company''s ability to make timely decisions related to financial matters and governance.

During this period, the company approached various banks for financial assistance; however, due to the unresolved status of the NOC from our financial creditors, the banks rejected our applications. As a result, the company faced severe financial constraints that further affected its governance processes.

As the company is facing severe financial constraints this leads to prolonged financial delays and uncertainties, our Independent directors resigned from their positions, leaving the company with a reduced and incomplete Board of Directors (BOD). This non-composition of the BOD, along with the absence of key committees as required under corporate governance norms, significantly hindered our ability to meet the regulatory requirements, including the submission of the Corporate Governance Report and other secretarial compliances in within the statutory timelines.

17. EXTRACT OF ANNUAL RETURN

The Annual Return in accordance with the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 and rules made thereunder is available on Company''s website and can be accessed at http://www.bohraindustries.com/

18. DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31^st March, 2025.

19. CORPORATE SOCIAL RESPONSIBILITY fCSR)

As the CSR provisions are not applicable during the period under review, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act, 2013 with respect Directors’ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed and there is no material departure from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i.e 31st March, 2025 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

21. MEETING OF BOARD

Eight meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report. The intervening gap between any two meetings was within the time period and in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India. The following Meetings of the Board of Directors were held during the Financial Year 2024-25.

The Board of Directors have reconstituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee;

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2024-25 are provided in the Corporate Governance Report, which forms part of this Annual Report.

23. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

There are no transactions that are required to be reported in form AOC-2. However, all the transactions with related parties, which were in the ordinary course of business and on an arm’s length basis, have been disclosed in Notes of the Financial Statements. All Related Party Transactions entered into during the financial year were placed before the Audit Committee and the Board of Directors for approval. The Company has a process in place to periodically review and monitor Related Party Transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.bohraindustries.com/document/RELATED-PARTY-TRANSACTION.pdf

24. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

No. of complaints received: Nil

No. of complaints disposed off: Nil

Compliance under the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, and has extended all applicable benefits to eligible women employees, as prescribed under the said Act.

Number of employees as on the closure of financial year

Female - 1 Male - 2

Transgender - 0

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company at http://www.bohraindustries.com/document/WHISTLE%20BLOWER%20AND%20VIGI L%20MECHANISM%20POLICY.pdf

26. RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

27. NOMINATION AND REMUNERATION POLICY

The brief of the Remuneration policy has been uploaded on website of the company at http://www.bohraindustries.com/document/NOMINATION%20AND%20REMUNERATI ON%20POLICY.pdf

28. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements. A Corporate Governance Report and Certificate (qualified) from practicing company secretary confirming compliance of conditions as required by

Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form part of this Board’s Report.

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year company has not made any investment in accordance with the provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Further during the year Company has not given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

30. INDEPENDENT DIRECTORS

As per declaration received from Independent Directors, they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors of the Company by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc., the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. The Independent Directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

31. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Listing Regulations. The performance of the Board as a whole, Committees and individual Directors was evaluated by seeking inputs from all Directors based on certain parameters.

At the separate Meeting of Independent Directors, performance of Non-independent directors, including Chairman, Board as a whole was discussed. The performance of the individual Directors, including Independent Directors, performance and role of the Board/Committees was also discussed at the Board Meeting.

32. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: Though no such measures were taken during the financial report under review, yet the details of conservation of energy, technology absorption, foreign exchange earnings and Outgoes undertaken in general by your Management are as follows:

(i) The steps taken or impact on conservation of energy: The Company always emphasized on the conservation of energy. However, NIL steps were taken to conserve since there are nil operations for more than last two year or so.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment: NIL

B. Technology absorption: Since operations of the company are temporarily closed, no steps were taken for technology absorption.

(i) The efforts made towards technology absorption: NIL

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

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year: N.A.

(iv) The expenditure incurred on Research and Development: NIL

C. Foreign Exchanges Earnings & outgo (in Rs.): NIL

33. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

34. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account / unclaimed suspense account.

35. LISTING OF SHARES

The shares of the Company are listed on NSE Main Board for the Financial Year 2024-25 and fees have been paid to NSE.

36. CEO/CFO CERTIFICATION

The CEO and CFO have issued certificate pursuant to the provisions of Regulation17(8) of the Listing Regulations, certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of the Annual Report.

37. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the company etc. The detail of such familiarization programme is available on the website of the Company at the weblink:

http://www.bohraindustries.com/document/FAMARLISATION%20PROGRAMME%20F

OR%20TNDEPENDENT%2QDTRECTOR.pdf

38. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Bohra Industries Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has been posted on the website and may be accessed at the link: http://www.bohraindustries.com/document/CODE%20OF%20PRACTICES%2QAND%2 0PROCEDIJRES%20FOR%20FAfR%20DfSCLOSIJRE%20OF%20IJNPIJBLfSHED%20PRfC E.pdf

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India.

40. OTHER DISCLOSURES

The Company has neither made any application, nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not entered into any one-time settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

41. ACKNOWLEDGEMENTS

Your directors would like to express their appreciation for the support and co-operation received from financial institutions, company’s bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

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Mar 31, 2024

Your Directors'' are pleased to present the 28^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY

Particulars	(Amount in Lakhs)
	2023-24	2022-23
Total Revenue	-	-
T otal Expenditure	142.82	175.42
Profit / (Loss) Before Depreciation and Tax (PBDT)	(142.82)	(175.42)
Less: Depreciation	135.93	137.98
Profit /(loss) before Tax	(278.75)	(313.40)
Prior Period Items	0	0
Less: Provisions for Taxation Including Deferred Tax	21.03	19.51
Profit / (Loss) After Tax (PAT)	(257.72)	(293.89)

2. FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

During the period under review, the company was not under operation and hence the total revenue earned is NIL as same as previous year. Net loss for the current year is Rs. 257.72 lakhs as compared to Net Loss of Rs. 293.89 lakhs in previous year.

3. TRANSFER TO RESERVE

No amount is proposed to be transfer to General Reserves in the Financial Year 2023-24.

4. DIVIDEND

No Dividend was recommended by the Board of Directors due to losses during the financial year 2023-24. (Previous year was also Nil).

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Board''s Report.

6. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the company during the period under Review.

7. SUBSIDIARIES / JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company, and joint venture of the Company. Further, during the reporting period, no company has become or ceased to be a subsidiary/ joint venture or associate Company.

8. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP):

During the financial year 2023-24:

1. Mr. Raghuveer Singh Rathore (DIN: 08626195) resigned from office on 05^th June, 2023, who was appointed as whole-time director of the company w.e.f 16^th August, 2022.

2. Ms. Payal Jain (DIN: 09458207) resigned from office on 22^nd June 2023, who was appointed as independent director of the company w.e.f 05^th January, 2022.

3. Mr. Mahendra Singh Kothari (DIN: 08626203) resigned from office on 12^th August 2023, who was appointed as whole-time director of the company w.e.f 16^th August 2022.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

10. SHARE CAPITAL:

During the year under review, no changes in the share capital of the Company.

Authorised Share Capital

The authorised share capital of your Company is Rs. 20,00,00,000 divided into 2,00,00,000 shares of Rs. 10/- each.

Issued and Paid-up Share Capital

Total Issued and Paid-up share capital of your Company is Rs. 14,29,71,520 divided into 1,42,97,152 equity shares of Rs. 10/- each fully paid-up.

The Company has not issued any equity share rights, Sweat Equity Shares or Bonus shares.

11. DISCLOSURES REGARDING ESOPs:

The Company has not provided any Stock Option Scheme to the employees.

12. INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Board adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. For the assurance of best possible Internal Financial Controls to be followed by the Company, furtherance to the current Internal Financial Controls, a Policy of Internal Financial Control

13. COMPANY''S POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE AND REMUNERATION:

The Company has a Nomination and Remuneration Committee (NRC) and the Composition of Committee and the Scope of the Committee are set out in the Corporate Governance Report forming part of this Annual Report.

The Company''s Policy for selection and appointment of Directors and their remuneration is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, independence of Director and other matters provided under sub-section (3) of section 178.

14. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT-2013

There were no employees whose remuneration was in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of Companies (Appointment and remuneration of Managerial personnel) Rules 2014. The ratio of remuneration of each director to the median employee''s remuneration and other details in accordance with sub-section 12 of the Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as Annexure - I.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis forms an integral part of this report has been separately furnished in Annual Report in Annexures II. The Management Discussion and Analysis gives details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

16. STATUTORY AUDITORS AND THEIR REPORT:

STATUTORY AUDITORS

M/s Valawat & Associates (FRN: 003623C) were appointed by the Shareholders at the 27^th Annual General Meeting of the Company held on 30^th December, 2023 as Statutory Auditors for a period of five consecutive years to hold office upto conclusion of the 32^nd Annual General Meeting. They have audited the financial statements of the Company for the Financial Year under review.

The observations of Statutory Auditors in their Report are self-explanatory and therefore, do not require further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark. Further, there was no incidence of fraud reported by the Statutory Auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

COST AUDITOR

As per section 148, cost audit is not applicable for the year under review.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, Mr. Jain Kothari & Co., Chartered Accountant (FRN: 022340C) was appointed as an internal auditor of the Company to conduct internal audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, CS GAURAV GOYAL, Practicing Company Secretary (FCS No. 13147 Cop No. 22052) was appointed as Secretarial Auditors to conduct secretarial audit of the company for the financial year 2023-24. The Report of Secretarial Auditor is annexed with this report as Annexure-IIL The qualifications, observations or adverse remark or disclaimer is as stated in the said report.

17. EXTRACT OF ANNUAL RETURN

The Annual Return in accordance with the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 and rules made thereunder is available on Company''s website and can be accessed at http://www.bohraindustries.com/

18. DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31^st March, 2024.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the CSR provisions are not applicable during the period under review, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act, 2013 with respect Directors'' Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31^st March, 2024 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

21. MEETING OF BOARD

During the year under review, 6 (Six) meetings of the Board of Directors were held. The intervening gap between any two meetings was within the time period and in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India. The following Meetings of the Board of Directors were held during the Financial Year 2023-24.

Sr. No	Date of Meeting	Board''s Strength	No. of Directors Present
1	29/05/2023	6	2
2	14/08/2023	3	2
3	08/09/2023	3	2
4	09/11/2023	3	2
5	08/12/2023	3	2
6	14/02/2024	3	2

22. COMMITTEES OF THE BOARD

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, which forms part of this Annual Report.

23. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

There are no transactions that are required to be reported in form AOC-2. However, all the transactions with related parties, which were in the ordinary course of business and on an arm''s length basis, have been disclosed in Notes of the Financial Statements. All Related Party Transactions entered into during the financial year were placed before the Audit Committee and the Board of Directors for approval. The Company has a process in place to periodically review and monitor Related Party Transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.bohraindustries.com/document/RELATED-PARTY-TRANSACTION.pdf

24. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received and disposed of during the year 2023-24.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company at http://www.bohraindustries.com/document/WHISTLE%20BLOWER%20AND%20VIGIL%2 0MECHANISM%20POLICY.pdf

26. RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

27. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements. A Corporate Governance Report and Qualified Certificate from practicing company secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form part of this Board''s Report.

28. RISK MANAGEMENT POLICY

The brief of the Remuneration policy has been uploaded on website of the company at

http://www.bohraindustries.com/document/NOMINATION%20AND%20REMUNERATION

%20POLICY.pdf

29. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year company has made an investment in accordance with the provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. During the year Company has not given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

30. INDEPENDENT DIRECTORS

As per evaluation done by the Board of all the Independent Directors of the Company by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc., the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. The Independent Directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

31. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Listing Regulations. The performance of the Board as a whole, Committees and individual Directors was evaluated by seeking inputs from all Directors based on certain parameters.

32. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: Though no such measures were taken during the financial report under review, yet the details of conservation of energy, technology absorption, foreign exchange earnings and Outgoes undertaken in general by your Management are as follows:

(i) The steps taken or impact on conservation of energy: The Company always emphasized on the conservation of energy. However, NIL steps were taken to conserve since there are nil operations for more than last two year or so.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment''s: NIL

B. Technology absorption: Since operations of the company are temporally closed, no steps were taken for technology absorption.

(i) The efforts made towards technology absorption: NIL

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

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year: N.A.

(iv)The expenditure incurred on Research and Development: NIL

C. Foreign Exchanges Earnings & outgo (in Rs.): NIL

33. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account / unclaimed suspense account.

34. LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) Main Board. The Annual Listing fees for the financial year 2023-24 has been paid.

35. CEO/CFO CERTIFICATION

The Managing Director has issued CEO and Chief Financial Officer (CFO) certificate pursuant to the provisions of Regulation17(8) of the Listing Regulations, certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report.

36. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the company etc. The detail of such familiarization programme is available on the website of the Company at the weblink:

http://www.bohraindustries.com/document/FAMARLISATION%20PROGRAMME%20FOR

%20INDEPENDENT%20DIRECTOR.pdf

37. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Bohra Industries Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website and may be accessed at the link: http://www.bohraindustries.com/document/CODE%20OF%20PRACTICES%20AND%20PR OCEDURES%20FOR%20FAIR%20DISCLOSURE%20QF%20UNPUBLISHED%20PRICE.pdf

38. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India.

39. OTHER DISCLOSURES

The Company has neither made any application, nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not entered into any one-time settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

40. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the support and co-operation received from financial institutions, company''s bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors of Bohra Industries Limited

Sd/- Sd/-

KRISHNA AGARWAL KALPANA MEHTA MANAGING DIRECTOR INDEPENDENT DIRECTOR DIN: 09402238 DIN: 05215041

Date: 09/12/2024 Place: Udaipur

---

Mar 31, 2023

Your Directors have pleasure in presentingZthAnnual Report oBohra Industries Limit edong with

Audited Financial Statements for the year endddMarch, 2023.

1 FINANCIAL SUMMARY

Particular s	Amount (Rs. in Lakhs)
	2022-23	2021-22
T otal Revenue	0.CQ	0.00
Total Expenditur e	75.42	37.9
Profit Before Depreciation And Tax (PBDT) /(	(75.42)	(37.9)
Less: Depreciation	(B7.98)	(40.85)
Profit Before T ax	(3B.40)	(278.04)
Exceptional It ems	0	0.00
Profit bef ore T ax	(3 3.40)	(278.04)
Prior Period Items	0	0
Less: Provisions for Taxation Including Deferred Tax	(9.5)	5.98
Profit After Tax (PAT)	(293.89)	(26205)

2. TRANSFER TO RESERVE

N o amount is proposed to be transfer to GerREaerves in the F inancial Year 20323.

3. FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

During the period under review, the company was not under operation and henc©ttft erevenu e
earned is NILas same previous year. The Company has net loss of 293.89 lakhs as compared
to Net Loss of R26205 lakhs in previous year.

4. DIVIDEND

No Dividend was recommended by the Board of Directors due to losses during the financial year
2Q2 2-202 3.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT

There are no material changes or commitments affecting the financial position or business activities
of the Companjbetween the end of the F inancial Year theddate of this Board’s Report.

However, tie following changes have occurred in the director and KMIter the closure for
financial year i.e.31CB.2C23 till the date of Report

i. Mr. RaghuveerSingh Rathore (DIN: C862695), Resigned as Whole time directorof the
company w.e.f. C5.Q5.2CE3.

ii. Ms. Payal Jain (DIN: C94582C7), Resigned as Independent Director of the company w.e.f.
22.Q5.2CE3.

Further, the Registrar of Companies, Jaipur vide its ortfat 3d/Cy2![23 has granted extension for 3
months C days for holding AGM for F.Y. 2C22.

5. CHANGE IN NATURE OF BUSINESS

There was no change in business activities of the company during the period under Review.

6. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary, Associate Company, and jovahture ofthe Company. Further,
during the reporting period, noompany has become or ceased tdbe a subsidiary/ jointventure or
associate Company .

7. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

Duringthe financial year 2C2-23,

a) Mr. Rahul Bajaj resigned from office on 1404/2022, who was appointed as Chief Financial
officer of the Company on 27/CE/2CE2.

b) Ms. Aditi Agarwal resigned from office on 3C/^:/2C^2, who was appointed as ntpany
Secretary & Compliance Officer of the Compony27/ E/2C2 1.

c) Mr. Akshay Kumar Sharma resigned from office on 2C/^/2C2^ who was appointed as
Company Secretary & Compliance Officer of the Company on 0I(]7/2022

d) Mr. HrithikVijayvargiya resigned frof-fice on C^^2C^ who was appointed as Non¬
Executive No-Independent Director on C5/ ()/ 2P22.

e) Ms. Ankita Jain (AC- S6382) Appointed as Company Secretary & Compliance officer of the
Company W.e.f. UD2[E2

f) Mr. Raghuveer Singh Rathore (DIN: C8626P5J}as been appointed as the Whole time director

of the company w.e.f. 16/ 2C22^

g) Mr. Mahendra Singh Kothari (DIN: C86262C3), has been appointed as the Whole time director

of the company w.e.f. 16/ 2C22^

8. DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Annual Return: The Annual Return in accordance with the provisions of Section 92(3) and
B4(3) of the Companies Act, 2t)B and rules made thereunder is available on Company''s
website and can be accessed http//www.bohr aindust r ies.com/

ii. Meeting of Board of Directors: The Board the year .The intervening gap between any two meetings was within the time panibdln

conformity with the provisions or the CompanAct, 203 and Listing Regulations and the
Secretarial Standarkbn Board Meetings issued by the Institute of Company Secretaries of
India. The following Meetings of the Board of Directors were held during the F inancial Year
907 9-99

S. No.	Date of Meeting	Board’s Strength	No. of Directors Present
1	30.C5.2022	4	4
21	22.C6.2022	4	4
3.	0107.2022	4	4
4.	B.08.2022	7	7
5.	02.09.2022	7	7
6.	U 0.2022	6	6
7.	26.D.2022	6	6
8.	0112022	6	6
9.	4.12022	6	6
n	05.E2022	6	6
a	08.E2022	6	6
E.	13.022023	6	6

The particulars of the Directors and attendance at the Board Meetings during the year, the
attendance in the last Annual General Meeting, number of other directorships (excluding
directorship irBohra Industries Limit)eas follows:

No:	N ame of Directors Designation		Attendance at th meeting		N o. of Directorsh p in other companies as on 3.03.202 3	N o. of Committees positions held in the other public companies as on 31st March, 2023
			BOD	AGM hele on 30. 2 .202 2		Membe r	Chairpe rson
1.	Krishna Agarwal	Managing Director	2	Yes	0	0	0
2.	Raghuveer Singh Rathor e	Whole T ime Director	9	Yes	1	0	0
3.	Mahendr a Singh Kothari	Whole T ime Director	9	Yes	1	0	0
4.	Kalpana Meht a	Independe nt Director	2	Yes	9	0	0

5.	Payal Jain	Independe nt Director	2	Yes	0	0	0
6.	S hahid Raza Rizvi	Independe nt Director	2	Yes	1	0	0
7.	HrithikVijayvar giya	N on- Executive Director	2	Yes	0	0	0

Meeting of Independent Directors

In compliance of Section 49 of Companies Act, 20B and the provisions of Listing
Regulations a separate meeting of Independent Directors was held. 02202B .

iii. Committees of the Board:

The Board of Directors have the following Committees:

a. AuditCommittee

b. Nomination and Remuneration Commit tee

c. Stakeholders’ Relationship Committee

The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate Governance Report.

iv. Directors’ Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section B4(3) (c) read with Section B4(5) of the Companies Act, 20B, in
preparation of annual accounts fdre finanial year ended Skt March, 202Bnd state that:

(i) In the preparation of the Annual Accounts for the F inancial Year ended Skt March,
202 B, the applicable accounting standards have been followed with proper
explanation relating to material departure

(ii) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 losses of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 20B
for safeguarding the assets of the Company andpfeventing and detecting fraud

and other irregularities.

(iv) The Directors had prepared the annual accounts for the financial year ended Skt
March, 202B on a going concern basis.

(v) The Directors had laid down proper internal financial controls to be fobywed
company and that such internal financial controls are, adequate and are operating
effectively.

(vi) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate andtpg
effectively .

v. Independent Directors:

As per declaration received from Independent Directors they meet the criteria of independence
as laid down under Section 49(6) of the Companies Act, 20B and have complied with Rule 6
of the companies (Apointment and Qualification of Directors) Rules, 20)4, as amended as on
date. As per evaluation done by the Nomination and Remuneration Committee and by the
Board of all the Independent Directors of the Company by considering the parameters such as
whether the Directors uphold ethical standards of integrity and probity, the ability of the
directors to exercise objective and independent judgment in the best interest of Company, the
level of confidentiality maintained, adherence to the applicable code of uon dfor Independent
Directors and their role in bringing independent judgment during Board deliberations on
strategy, performance, risk management, expertise and experience etc., the Independent
Directors have maintained the integrity, expertise and hast vxperience in the industry.

They possess required qualification, skills, expertise and experience to be appointed as
Independent Directors of the Company. The Independent Directors have complied with the
code of conduct as prescribed in Schedule IVt he> Companies Act, 20B.

vi. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Companies Act, 20B
and the corporate governan requirements as prescribed by the Listing Regulations. The
performance of the Board as a whole, Committees and individual Directors was evaluated by
seeking inputs from all Directors based on certain parameters.

At the separate Meeting of Independent: eDtors, performance of N-ondependent directors,
including Chairman, Board as a whole was discussed. The performance of the individual
Directors, including Independent Directors, performance and role of the Board/Committees
was also discussed at the BoaMeeting

vii. Particulars Of Contracts And Arrangements With Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract / aIenltlgb transaction
with related parties which could be considered material in accordance with the policy of the
Company on materiality of related party transactions.

There are no transactions that are required to be reported in for-m HOCever, all
thetransactions with related parties, which were in the ordinary course of business and on an
arm’s length basis, have been disclosed in Notesf the Financial Statements. All Related
Party Transactions entered into during the financial year were placed bf Audit

Committee and the Board of Directors for approval. The Company has a process in place to
periodically review and monitor Related Party T ransacti ons.

The Policy on materiality of related party transactions and dealing with related party
traisactions as approved by the Board may be accessed on the Company’s website at the link:
http//www.bohraindustries.com/document/RELAT-EARTYTRAN SACTION .pdf

viii. Remuneration Policy:

The brief of the Remuneration policy has been uploaded on website of the company
at http//www.bohraindustries.com/document/N OMINATION %20AN D%M UNER AT I
ON %20POLICY.pd

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and
adheres to the stipulations set out in the Listing Regulation and have implemented all the
prescribed requirements. A Corporate Governance ReportQuraJlifiecCertifictae fom practicing
company secretar yconfir mingcompliance of conditions as required by Regulation 34(3) read with
Part E of Schedule V of the Listing Regulations form part of this Board’s Report.

10. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Rule of the Companies (Meetings of Board and its Powers) Rules 204 read with
Section 77(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 -compliance and wrong practices, e.g.,
unethical behavior, fraud, violation of law, inappropriate behavionduct, etc

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.
None of the Directors or employees have been denied access to the Audit Committee of the Board.
The objective of this mechanism is to maintain a esdil system that can process all complaints
concerning questionable accounting practices, internal controls, or fraudulent reporting of financial
information .

The Policy framed by the Company is in compliance with the requirements of the Act and the
Listing Regulations and is available on the website of the Company at

http//www.bohraindustries.com/document/WHISTLE%20BLOWER%2QAN D%20VIGIL%20M
ECHANISM%20POLICY. df

11. RISK MANAGEMENT

The Risk Management policy is formulated and implemented by the Company in compliance with
the provisions of the Companies Act, 20B and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 205. The polcy aimed at creating and protecting shareholders value
by minimizing threats and losses and identifying and maximizing opportunities. The risk
management policy defines the risk management approach across the enterprise at various levels,
including documentation and reporting.

The Audit Committee evaluated various risks and that there is no element of risk identified thai
may threaten the existence of the Company.

12. INTERNAL FINANCIAL CONTROL

The Board adopted the policies and procedures for ensuringpitter ly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of accounting records, and the
timely preparation of¹ eliable financial disclosures. oF the assurance of best possible Internal
Financial Controls to be followed by the Company, furtherance to the current Internal Financial
Controls , a Policy of Internal Financial Control was reviewed and approved by tard Bind
Audit Committee and the same is available on the website and may be accessed at the link:
http// www.bohraindustrics.com/

13. STATUTORY AUDITORS AND THEIR REPORT

The statutory auditor of CompaAy/s Ajay Paliwal& Co., Chartered Accountants, (FRN No.:

012345C), was appointed for a period of 5 (five) yearlshe report given by the statutory auditor
on the financial statements of the Company is part of the Annual Report. There are no
qualifications, obser vtions or adverse remarks in the Auditors’ Report for the financial year 2022¬
23 which require any clarification/explanation. The Notes on financial statements are self
explanatory, and needs no further explanation. There has been no frauds reported iborsiud
under subsection (12) of section 43 of Companies Act, 20B.

14. COST RECORDS AND AUDIT

As per section 148, cost audit is not applicable for the year under review.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable as per the provisionSeofion B5 of the Companies
Act, 20B.

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

The company hasnotgiven Loansdunig the year under review. NGoiaranteegiven or Securities
provided by the Companyduring theyear under review .

17. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy
for prohibition of Insider Trading in Equity SharBolofa IndustrieLimited to preserve the
confidentiality and to prevent misuse of unpublished price sensitive information. The Company
Secretary has been designated as the Compliance Officer. It has also been posted on the website
and may be accessed at he link:

http//www.bohraindustries.com/document/CODE%20OF %20PRACTICES%20AND%20PROCE
DURES%20F OR%20F AIR%20DISCLOSURE%20OF %20UNPUBLISHED%20PR E .pdf

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

A. Conservation of Energy: Though no such measures were taken during the financial report
under review, yet the details of conservation of energy, technology absorption, foreign
exchange earnings and Outgoes undertaken in general by your Management are as follows:

(i) The steps taken or impact on conservation of energy: The Company always
emphasized on the conservation of energy. However, NIL steps were taken to conserve
since ther eire nil operations for more than last two year or so.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: NIL

B. Technology absorption: Since operations of the company artemporally closed, no steps
were taken for technology absorption.

(i) The efforts made towards technology absorption: NIL

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

(iii) In case of imported technology (imported during last three years reckoned from the
beginning of the financial year: N .A.

(iv) The expenditure incurred on Reseach and Development: NIL

C. Foreign Exchanges Earnings & outgo (in Rs.) : NIL

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company’s operations in futur e.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section 97(2) of
the Companies Act, 20B read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 20)1 is annexed herewith Annexure-1. We further we
confirm that no employee drawing remuneration in excess of the limits as provided in the said
rules.

21. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate
section forming part of this Annual Re paosrAt nnexure-2.

23. DEPOSIT

During the year under review, your Company has not accepted any depOsM n the meaning of
Section 73 and 74 of the Companies Act, 20B, read with the Companies (Acceptance of
Deposits) Rule, 204. There are no outstandingeposits as on 3ht March, 2023

24. SHARE CAPITAL

As a part of the implementation of the Resolution approved by the Hon’ble NCLT under
Section 31 of the Insolvency and Bankruptcy Code, 206, vide its order dated*¹ October, 2021
the following changes have taken place in the share capital of your Company during the year
under review :

Authorised Share Capital

The authorised share capital of your CompauntRs. 2Q000Q000 divided into 2,00,00,000 shares
of Rs. I/- each.

Paid-up Share Capital

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT, Jaipur, Bench
dated B ^th October, 2021 the following changes has occurred in the paiip share capital of the
company during F .Y2022 -23 :

a. The existing equity of the company, comprising of (52,4(0® (One Crore FiftTwo
Lakh F ort-jOne Thousand Thirteen Only) F ully PUplEquity shares of Rs.0/each of
the companywas to be dealt as under :

• Shares belonging to Promoter & Promoter Group: TOTAL WRITTEN OFF

• Shares belonging to General Public: 95% WRITTEN OFF

b. Subsequently, Further Equity Shares to the tu(08,0c|f10 (One Crore Only) Fully
Paid-Up Equity Shares of Rs. -D6ach have been allotted to the successful Resolution
Applicant and consortium constituents as mentioned in Resolution Plan.

c. During the Yearthe Board of Directors of the Company; heir meeting held on 2^th
October, 2022 has allotted 25,64,000 (Twenty Five Lakhs Sixty Four Thousand) equity
shares of Rs. I- each at a price of 45/per Share (including share premium of Rs. 35 per
share) and on Okt November, 2022 has allotted 4,36,000 (Fourteen Lakhs Thirty Six
Thousand) equity shares of Rs. 4t£ach at a price of 4-/per Share (including share
premium of Rs. 35 per share) on preferential basis to Promoter-sP Nmnoters/Public.

Hence, as on March 3 , 22 3, the total paidip share capital of your Company waRs.

4,2 9,7(520 divided into (42, 97,52 equity shares oR s. I/- each fully paidup.

25. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 203 and rules made thereunder,
M/s. B K Sharmand Associates, Company Secretaries was appointed as Secretarial Auditors to
conduct secretarial audit of the company for the financial year-2301The Report of Secretarial
Auditor is annexed with this report Annexure-3. The qualifications, observaibns or adverse
remark or disclaimer is as state dhiei said report.

26. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT

None of the shares of the company are lying in demat suspense account / unclaimed suspense
account.

27. COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors states that they have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such system is adequate and operating
effectively and the applicable eSretarial Standards have been duly complied by your Company.

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

The Company has in place a Sexual Harassment Policy in line with the requ irfmTihte
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees are covered under the poNy. complaint has been received
and disposed of during the year 203-23.

29. LISTING OF SHARES

The shares of the Company are listed on NSE Main Board for the F inancial YBarm2l22ie
listing fee for the year 20-2(23 has been paid. Howeverlisting fee dr the yeai2C23 -24 is still
pending to be paid.

30. CEO/CFO CERTIFICATION

The Managing Director & CEO and Chief Financial Officer (CFO) have issued certificate
pursuant to the provisions of Regulation7(8) of the Listing Regulations, certifying that the
financial statements do not contain any materially untrue statement and these statements represent
a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of
the Annual Repor t.

31. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarization programme for the Independent Directors to
familiarize them with their role, rights and responsibility as Directors, the working of the
Company, nature of the industry in which the Company operatesp esss model of the company
etc. The detail of such familiarization programme is available on the website of the Company
atthe weblink :

http/ /www.bohr aindustries.com/ document/F AM ARLIS AT I ON % 2QP ROGRAMME% 2QF OR% 2
(INDEPEN DENT%2QDIRECT O pdf

32. GENERAL DISCLOSURES

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme;

c) No fraud was reported by e Auditors to the Audit Committee or Board;

d) The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 206) during the year along with their status as at the end
of the financial year.

33. ACKNOWLEDGEMENT

The results of an organization are great reflective of the efforts put in by the people who work for/
with the company. The Directors fully recognize the contribution made by the employees of the
company and all stakeholders for successful operations ©fcoimpany. The Directors also place
on record their sincere appreciation to Government Authorities, Customers, SuppSSri s,

CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and
other individuals / bodies for th continued support .

F or and on behalf of the Board of Director s of
Bohra Industries Limited

Krishna Agarwal

DIN: 09402238

(Managing Dir ector)

Place: Udaipur
Date: 08/2/2023