Bloom Dekor Ltd Directors Report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Bloom"), along with the audited financial statements, for the financial year ended March 31, 2025. Pursuant to an application filed by Karan Monomers Pvt. Ltd. before the Honble National Company Law Tribunal, Ahmedabad Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of Corporate Insolvency Resolution Process ("CIR process" or "CIRP") of BLOOM DEKOR LIMITED (under CIRP) ("Company"/ "BDL/ "Corporate Debtor") vide its order dated October 11, 2023 ("Admission Order"). The NCLT had, pursuant to the Admission Order, appointed an interim resolution professional ("IRP") of the Company vide its order dated October 11, 2023 and thereafter she was confirmed as Resolution Professional ("RP") in the 1ST meeting of Committee of Creditors ("COC"). In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested with the IRP. Creditors were called upon to submit the claims, The Resolution Professional has examined and admitted the claims Unsecured Financial Creditors amounting to 12.40 Cr approx. and from Operational Creditors amounting to 8.45 Cr approx. The variations between balances as per books and amount claimed by the creditors is due to charging of interest ad penalty and other charges claimed by the creditors.

Financial Results:

( in Lakh)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	451.87	572.70
Other Income	4.27	3.68
Total Income	456.14	576.38
Operating Expenditure Before Finance Cost, Depreciation and Amortization	546.83	659.07
Earnings Before Finance Cost, Depreciation and Amortization (EBITDA)	(90.69)	(82.69)
Less: Finance Costs	6.35	10.22
Less: Depreciation and Amortization Expense	41.40	51.39
Profit / (Loss) Before Tax	(138.44)	(144.30)
Less: Tax Expense	(34.99)	(59.07)
Profit / (Loss) After Tax	(103.45)	(85.23)

YEAR AT A GLANCE: Financial Performance:

The net revenue from operations decreased to 451.87 lakhs as against 572.70 lakhs in the previous year showing a downward trend of 21.09% due to decrease in domestic sales of Laminates and Door. The loss before Tax for the current year is (138.44) lakhs as against the loss before tax of (144.30) lakhs in the previous year. The loss after tax stood at (103.45) lakhs as compared to profit after tax of previous year of (85.23) lakhs.

Financial Statements:

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

FUTURE OUTLOOK:

The Company is focused on the reduction of administrative cost. The Company will continue manufacturing activity of doors Division and trading of laminates. With the reduction in the cost and focusing on manufacturing doors and trading of laminates, the Company expect better financial result in the upcoming years.

Due to losses and ongoing CIR process, the Company has not proposed to carry any amount in reserve.

DIVIDEND:

Your Directors regret to declare any dividend for the financial year 2024-25 (previous year Nil).

Shareholders are informed that pursuant to the provisions of Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the final dividend declared for the financial year 2014-15, which remained unclaimed for a period of seven years has been credited to the IEPF. The corresponding shares on which dividend was unclaimed for seven consecutive years were also transferred as per the procedure set out in the Rules.

For details of dividend and/or shares transferred to IEPF and for claiming the same, kindly visit the weblink: https://www.bloomdekor.com/investors/#1603970309262-d8de9015-9c48.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:

Authorized Capital

The present Authorized Capital of the Company is 10,00,00,000 divided into 10000000 Equity Shares of 10/- each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is 685.00 Lakh divided into 6850000 Equity Shares of 10.00 each.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Composition of Board of Directors of the Company does not comply with the provisions of the Companies Act, 2013. However, as the Company is under corporate insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016, with effect from October 11, 2023, its affairs, business and assets are being managed by, and the powers of the board of directors are vested in the Resolution Professional, Ms. Vineeta Maheshwari, appointed by Honble National Company Law Tribunal, Ahmedabad Bench. Accordingly, the power of The Board of Directors of the Company to appoint new Directors stand suspended. However, while the powers of the board of directors stand suspended, the directors continue to hold their respective positions/ designations in the Company and are required to extend all assistance and cooperation to the RP as required in managing the affairs of the Company. Meetings of the directors and committees are called in compliance with the provisions of applicable laws governing the Company, where matters are discussed and the recommendations of the Directors are taken note of by the RP for the purpose of managing the operations of the Company as a going concern, ensure company remains in compliance. Further, as per Regulation

15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the provisions specified in Regulations 17, 18,19, 20 and 21 of the Listing Regulations shall not be applicable during the corporate insolvency Resolution Process of the Company and the roles and responsibilities of the board of directors and the committees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

During the financial year 2024-25, Mr. Mayur Rajendrabhai Parikh, (DIN 00005646), had resigned from the post of Non-executive Independent Director of the Company w.e.f. October 15, 2024 due to completion of second tenure of Five Years.

As on the date of this report, the Board of the Company comprises Two Directors out of which one is Promoter Executive Director; one is Promoter Non-Executive Director. The Board comprise following Directors;

				No. of Committee^
Name of Directo	Category Cum Designation	Date of Appointment at current Term	Total Directorship ~	in which Director is Member	in which Director is Chairperson	No. of Shares held as on March 31, 2025
Dr. Sunil Gupta	Managing Director (Promoter)	August 10, 2018	1	2	-	2189480 Equity Shares
Mrs. Rupal Gupta	Non- Executive Director (Promoter)	June 30, 2020	1	2	2	542959 Equity Shares

^ Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies.

~ Excluding Private Companies, Foreign Companies, Section 8 Companies & struck off Companies.

Due to Company is undergoing CIR Process, the Current Board of the Company is ceased and Ms. Vineeta Maheshwari, Resolution Professional is acting as Administrator of the Company.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are held at corporate office of the Company.

During the year under review, Board of Directors of the Company met 5 (Five) times, viz May 30, 2024, August 13, 2024, September 07, 2024, November 14, 2024 and February 14, 2025. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Directors	Dr. Sunil Gupta	Mrs. Rupal Gupta	Mr. Mayur* Parikh
Number of Board Meeting held	5	5	3
Number of Board Meetings Eligible to attend	5	5	3
Number of Board Meeting attended	5	5	3
Presence at the previous AGM	Yes	Yes	Yes

*Mr. Mayur Rajendrabhai Parikh, (DIN 00005646), had resigned from the post of Non-executive Independent Director of the Company with effect from October 15, 2024 due to completion of second tenure of Five Years.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had One Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013 at the beginning of the financial year. However, Mayur Rajendrabhai Parikh, (DIN 00005646), had resigned from the post of Non-Executive Independent Director of the Company with effect from 15/10/2024. As of date of this Report there were no Independent Director Appointed on the Board of the Company. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.bloomdekor.com.

Key Managerial Personnel:

During the financial year 2024 25, the Company had Dr. Sunil Gupta as Managing Director and Mrs. Falguni Rajanbhai Shah as Chief Financial Officer (with effect from May 04, 2023), who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013. Mr. Tushar Donda was appointed as the Company Secretary and Compliance Officer of the Company and acted as a Key Managerial Personnel during the year; however, he resigned with effect from November 19, 2024.

Information on Directorate:

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Rupal Sunil Gupta (DIN 00012611), Non- Executive Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommend her re-appointment as such on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re -appointment as Director is annexed to the Notice convening the 34^th annual general meeting.

PERFORMANCE EVALUATION

The evaluation of performance of each directors, chairperson, committees and board for the financial year 2022-23 were carried out during the February 2023. With effect from October 11, 2023, the Company is under corporate insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016. Its affairs, business and assets are being managed by, and the powers of the board of directors are vested in the Resolution Professional, Ms. Vineeta Maheshwari, appointed by Honble National

Company Law Tribunal, Ahmedabad Bench. Hence, no formal annual evaluation has been done for the Directors performance and that of the Committees and individual directors as required under the provisions of Section 134 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 for the financial year 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Note: Since the Company is under CIR Process, the management of the affairs of the Company is vested with Resolution Professional and the Directors of the Company are required to continue performing their duties and roles and extend necessary cooperation and support to the RP. Accordingly, the above mentioned duties and responsibility of Directors have been performed by directors under the overall supervision/direction of RP of the Company.

COMMITTEES OF BOARD:

The Board of Directors, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Composition of audit committee in not in line with the provisions of Section 177 of the Companies Act, 2013 as the Board of Directors of the Company is not duly constituted. Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/ yearly financial result and the gap between two meetings did not exceed one hundred and twenty days. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 4 (Four) times, viz May 30, 2024, August 13, 2024, November 14, 2024, and February 14, 2025. The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mrs. Rupal Gupta	Non-Executive Director	Member	4	4	4
Dr. Sunil Gupta	Executive Director	Member	4	4	4
Ms. Vineeta Maheshwari	Resolution Professional	Chairperson	4	4	4
Mr. Mayur Parikh*	Independent Director	Member	4	2	2

* Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the position of Non-Executive Independent Director of the Company with effect from October 15, 2024. The Statutory Auditor and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company, has acted as the Secretary to the Audit Committee until his resignation with effect from November 19, 2024. Ms. Vineeta Maheshwari, Resolution Professional is acting as Chairperson of the Committee and had attended last Annual General Meeting of the Company held on September 30, 2024. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors and noted and taken on record by the RP of the Company.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of

Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.bloomdekor.com/pdf/WhistleBlowerPolicy.pdf.

B. Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration committee of the Company is not in line with the provisions of Section 178 of the Companies Act, 2013 as the Board of Directors of the Company is not duly constituted. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration. During the year under review, Nomination and Remuneration Committee met 1 (One) time on September 07, 2024.

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mrs. Rupal Gupta	Non-Executive Director	Member	1	1	1
Dr. Sunil Gupta	Executive Director	Member	1	1	1
Ms. Vineeta Maheshwari	Resolution Professional	Chairperson	1	1	2
Mr. Mayur Parikh*	Independent Director	Member	1	1	1

* Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the position of Non-Executive Independent Director of the Company with effect from October 15, 2024.

Ms. Vineeta Maheshwari, Resolution Professional is acting as Chairperson of the Committee.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-?-vis the Company. The Companys philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

Currently, as the Company is under CIR Process, the approval of CoC is necessary for the appointment and remuneration of Directors and Key Managerial personnel of the Company.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.bloomdekor.com and is annexed to this Report as Annexure A.

Remuneration of Suspended Directors:				(Amount in Lakh)
Name of Directors	Designation	Salary	Sitting Fees	Perquisite	Total
Dr. Sunil Gupta	Managing Director	15.84	-	-	15.84
Mrs. Rupal Gupta	Non-Executive Director	-	0.20	-	0.20
Mr. Mayur Parikh	Independent Director	-	-	-	-

C. Stakeholders Grievance & Relationship Committee:

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Grievance & Relationship Committee met 1 (One) time on September 07, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Dr. Sunil Gupta	Executive Director	Member	1	1	1
Mrs. Rupal Gupta	Non-Executive Director	Member	1	1	1
Ms. Vineeta Maheshwari	Resolution Professional	Chairperson	1	1	1
Mr. Mayur Parikh*	Independent Director	Chairperson	1	1	1

*Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the position of Non-Executive Independent Director of the Company with effect from October 15, 2024. Ms. Vineeta Maheshwari, Resolution Professional is acting as Chairperson of the Committee. Company Secretary and Compliance officer of the Company provides secretarial support to the Committee. During the year under review, the Company did not receive any complaints from the shareholders. As on March 31, 2025, there were no complaints pending for resolution.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2025.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2025.

WEB LINK OF ANNUAL RETURN:

The link to access the Annual Return is https://bloomdekor.com/wp-content/uploads/2025/08/Annual-Return-2024-25.pdf

TRANSACTIONS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure B.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

MATERIAL CHANGES AND COMMITMENT:

There are no other material changes and commitments, affecting the financial position of the Company, that have occurred between the end of financial year of the Company i.e. March 31, 2025 to the date of this Report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the

Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure C.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection Members of the Company. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further details are as follow:

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as an Annexure

D.

RISK MANAGEMENT:

The Company is currently under CIR process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 and considering these developments including, in particular, the respective Resolution Professionals having taken over the management and control of the Company. The Company continues to incur loss. The Auditors have drawn qualification in their Audit Report for the year ended March 31, 2025 that these events indicate material uncertainty on the Companys ability to continue as a going concern. A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance. However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Parikh & Majmudar, Chartered Accountants (Firm Registration No. 107525W) were re-appointed as Statutory Auditors of your Company at the Thirty first Annual General Meeting held on September 02, 2022, for a term of five consecutive years. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There have been few qualifications given by the Statutory Auditors in their Report to which Board of Directors / RP submits as under; (1) In respect of outstanding trade payables in foreign currency, the Management/Resolution Professional (RP) state that the Company is in the process of evaluating appropriate course of action for compliance with Foreign Exchange Management Act, 1999 and any other applicable law on account of delay in payment of above dues. (2) In respect of accumulated losses and material uncertainty about the going concern, the Company has taken major steps to reduce the cost. Moreover, the Company will continue manufacturing activity of doors Division and laminates division on outsourcing basis. (3) In respect of No Provision for Interest on Inter Corporate Deposit taken from NBFC in the Books of Accounts, the Company state that effect of interest not being provided due to the company being under Corporate Insolvency Resolution Process (CIRP). According to the law, once CIRP is initiated, a moratorium becomes applicable, and the interest on any loan will stop until the CIRP process is complete with a resolution plan. (4) In respect of the balance confirmation awaited from the suppliers and customers, the Company has sent mail for balance confirmation to all parties and provide stipulated time to revert with balance confirmation of their books., many parties have sent revert with balance confirmation & few parties did not revert within stipulated time. Hence, we deemed to be assumed that there are no discrepancies. (5) In respect of non-accounting of certain bank accounts opened by the Resolution Professional (‘RP) of the Company during the Ongoing Corporate Insolvency Resolution Process (‘CIRP) under the Insolvency and Bankruptcy Code, 2016 (‘IBC, 2016) in the books of accounts for the Financial Year 2023-24, the Company states that it inadvertently omitted to account for the bank account opened by the Resolution Professional during the CIRP period. However, the oversight has since been rectified, and appropriate disclosures have been duly made in the books of accounts

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. ALAP and Co. LLP, Ahmedabad Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure

E.

There have been few qualifications given by the Secretarial Auditor in their Report.

Sr. No.	Observation	Reply of Resolution Professional / Suspended Management
1.	The Company has not appointed Company Secretary (Key Managerial Personnel) under Section 203 of the Companies Act, 2013 r.w. Regulation 6 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 20/11/2024 to 31/03/2025	Resolution Professional / Suspended Management would like to bring to your kind attention that the company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, and is facing significant financial constraints. Despite sincere and continuous efforts by the management and the Resolution Professional, the company has not been able to appoint a qualified Company Secretary. In view of the ongoing CIRP status and the financial instability of the company, no suitable candidate has been willing to accept the position. To address the requirement, the Resolution Professional had also issued a public advertisement in leading newspapers inviting applications for the role; however, it did not yield any positive response. However, the Company is making its best effort to appoint the Company Secretary.
2.	The requisite Composition of Board of Directors of the Company (minimum 3 Directors in case of Public Company) does not meet Composition requirement specified under relevant section of the Companies Act, 2013 for the period 16/10/2024 to 31/03/2025 due to filing of Form DIR-11 for Resignation by Mr. Mayur Parikh.	Resolution Professional / Suspended Management would like to bring to your kind attention that the company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. In view of the ongoing CIRP status and the financial instability of the company, no suitable candidate has been willing to accept the position of Independent Director. Moreover, second term of Mr. Mayur Parikh, Independent Director of the Company had expired and the Company can not continue him as Director. In view of completion of tenure, Mr. Mayur Parikh has filed
3.	The Company has not appointed requisite numbers of Independent Directors on its Board.	intimation of Resignation in DIR-11 with RoC, which has been taken on record by the RoC. The Company is making its best effort to appoint the requisite Directors on Board.
4.	The requisite Composition of Audit Committee and Nomination and Remuneration Committee do not meet Composition requirement specified under relevant sections of the Companies Act, 2013 for the period 01/04/2024 to 31/03/2025 due to absence of requisite Independent Directors on Board.
5.	The Company has not Filed Form DIR-12 for intimating the Resignation of Mr. Mayur Rajendrabhai Parikh, Independent Director of the Company for Completion of his Second term of five Years in the company.	Resolution Professional / Suspended Management would like to bring to your kind attention that as per Section 149 of the Companies Act, 2013, the board of public company shall comprise of at least three directors. In view of completion of tenure, Mr. Mayur Parikh has filed intimation of Resignation in DIR-11 with RoC, which has been taken on record by the RoC. However, the Company could not submit form DIR-12 due to technical errors while filing form which stated that the Form can not be filed due to minimum requirement of board could not be fulfilled post filing of Form. The Company is making its best effort to appoint the requisite Directors on Board and requisite filing of Form DIR-12 can only be done post appointment of another director.
6.	The Company had Filed certain e-forms with Registrar of Companies beyond the statutory time period.	Resolution Professional / Suspended Management would like to bring to your kind attention that the Company is regularly submitting all the requisite e form with RoC. However, due to oversight, certain e-forms have been submitted with additional fees with minor delays and as on date all the filings have been completed.

 

7.	The Company paid the annual listing fees to BSE Limited with a delay.	Resolution Professional / Suspended Management would like to bring to your kind attention that the company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, and is facing significant financial constraints. However, the Company has paid annual listing fees to BSE Limited for FY 2024-25.
8.	The capturing of some of the UPSI entries in the SDD Software has been done with a delay from the actual date of sharing of UPSI.	Resolution Professional / Suspended Management would like to bring to your kind attention that the Company is regularly making UPSI entries in the SDD Software. However, due to oversight, certain entries have been made with minor delays.
		Resolution Professional / Suspended Management assure timely entries in the SDD Software in coming period.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:

Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has provided Ind AS Financials for the year ended March 31, 2025 along with comparable as on March 31, 2024. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

DETAILS OF THE DESIGNATED OFFICER:

Falguni Rajanbhai Shah, Chief Financial Officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company; (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v) There is no revision in the Board Report or Financial Statement; (vi) Information on subsidiary, associate and joint venture companies; (vii) one time settlement with any bank or financial institution and (viii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors express their sincere appreciation for the co-operation and assistance received from Shareholders, Bankers, Financial Institutions, Regulatory Bodies, government Authorities, customers and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

Registered office:		For and on behalf of
Survey No. 275, At & Post: Dhanap N.	BLOOM DEKOR LIMITED (under CIRP)
H. No. 8, Opp. Ambemata Temple		CIN: L20210GJ1992PLC017341
Gandhinagar 382355
	Vineeta Maheshwari	Dr. Sunil Gupta
Date: August 14, 2025	RP of BLOOM DEKOR LIMITED	Suspended Managing Director
Place: Ahmedabad	(under CIRP)	DIN 00012572