Bloom Industries Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members,

We are pleased to present the 35^,h Annual Report and the Audited Statements of Accounts of the Company for the year ended 31^st March, 2024.

PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

FINANCIAL RESULTS

PARTICULARS	2023-2024	2022-2023
Income from operation	3007.73	1345.32
Other Income	49.98	2.12
Profit before Depreciation and Exceptional Items	63.22	49.99
Less: Depreciation	-	-
Add/(Less): Exceptional items	-	-
Profit/ (Loss) before Tax	63.22	49.99
Less: Provision for Taxation	6.69	4.49
Profit/ (Loss) after Tax	56.53	45.50

 

REVIEW OF OPERATIONS

During the financial year under review, the total income was Rs. 3057.71 Lakhs as against the income of Rs. 1347.44 Lakhs in the previous financial year. The Company has earned Net Profit of Rs.56.53 Lakhs as against net Profit of Rs.45.50 in the previous financial year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of this report.

INDIAN ACCOUNTING STANDARDS

Pursuant to the notification dated February 16,2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (‘ind AS") notified under the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements have been prepared in compliance with Ind AS.

DIVIDEND

With a view to conserve funds for the operations of the Company your Directors have not recommended any Dividend on the Equity Shares for the Financial Year under review.

TRANSFER TO RESERVES

There has been no transier to reserves in the current Financial Year under review. EMPLOYEE STOCK OPTION SCHEME

No shares have been issued or allotted under any Employee Stock Option Scheme during the FY 2023-24.

SHARE CAPITA!,

The paid-up Equity Share capital as on 31^st March, 2024 was Rs. 696.03 Lakhs including Rs.32.03 Lakhs towards forfeited shares.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the website of the Company at www.bloom- industries.com

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirements for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

LISTING WITH STOCK EXCHANGE

The Company continue to remain listed at Bombay Stock Exchange Limited (BSE) Mumbai. The Annual listing fees for the year 2023-24 have been paid to the Stock Exchange where the Company’s shares are listed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed:

a. That in preparation of Annual Accounts for the Financial Year ended 31^st March. 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit & Loss of the Company for that period.

c. The Directors have 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. That the Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down Internal Financial Control to be followed by the Company and that such internal financial control is adequate and was operating effectively.

The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2)(a) of SEBI(LODR), Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V are not applicable to the Company as the paid up share capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores as on 31^st March, 2024.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31^s1 March. 2024 are as under:

(A) POWER AND FUEL CONSUMPTION

Electricity at factory	2023-24	2022-23
Purchase Unit (KWH)	: 0 units	0 units
Total Amount	: Rs. 0/-	Rs. 0/-
Rate/ Unit	: Rs. 0/-	Rs. 0/-

 

(B) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

No Research and Development work has been carried out by the Company and therefore, there is no expenditure on this head, or any benefit accrued from it.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange Earning during the year is Rs. NIL and Outgo Rs. NIL.

DISCLOSURE UNDER SECTION 197Q2) OF THE COMPANIES ACT, 2013

The Company does not have any employee receiving remuneration exceeding the limits specified in Section 197(12) of the Companies Act, 2013. Hence the requirements as specified in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are kept at the Registered Office for inspection 21 days before the date of Annual General Meeting of the Company Pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof shall make specific request to the Compliance Officer of the Company in this regard.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikash Gupta (DIN-01326705), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Independent Directors of the Company are highly competent, educated and qualified with relevant experience and expertise. They contribute in various ways in the growth and development of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2023-24. None of the Directors or Key Managerial Personnel (KMP) of the Company is related inter-se.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

There was no changes in Key Managerial Personnel during the year under review.

POLICY ON DIRECTORS APPOINTMENT AM) REMUNERATION

The Company’s policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company’s website at the link httn: \\ ww.bloom-industries.coni im estorrclation corpor-ate policies and code.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR-NIL

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Directors at their separate Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect in the status of independent directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year 2023-24 is as under:

Name of the Director	Number of Board meetings held	Number of Board Meetings attended	Attende d last AGM	Shareholding in the Company as of March 31,2024 (No. of Shares)
Mr. Rajendra Prasad Gupta	6	6	Yes	13,73,300
Mr. Akash Gupta	6	5	Yes	10,25,000
Mr. Vikash Gupta	6	6	Yes	10,47,700
Mr. Srikant Mundhra	6	6	Yes	NIL
Mrs. Sonuka Gupta (*Resigned wef. 29-05-2023)	6	0	NA	NIL
Mrs. Anu Gupta (*Resigned wef. 11-08-2023)	6	0	NA	NIL
Mrs. Parul Johari (*A ppoinled wef. 29-05-2023)	6	4	Yes	NIL
Mr. Ajay Kumar Sinha (*Appointed wef. 11-08-2023)	6	4	Yes	NIL

 

COMMITTEES OF THE BOARD

The details relating to all the Committees constituted by the Company are as follows:

Audit Committee

(a) COMPOSITION:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company’s internal financial controls and financial reporting process. The Composition and quorum are in accordance with Section 177 of the Companies Act. 2013. All Members of the Audit Committee possess financial/accounting expertise/exposure. The Audit Committee comprised of 3 Members:

Sr.No.	Name	Designation
1	Mr. Vikash Gupta	Non- Executive Non-Independent Director
2.	Mrs. Sonuka Gupta (*Resigned wef.29-05-2023)	Independent Director
3.	Mrs Anu Gupta (*Resigned wef. 11-08-2023)	Independent Director
4.	Mr. Srikant Mundhra (*Appointed wef. 11-08-2023)	Independent Director
5.	Mrs. Parul Johari (*Appointed wef. 29-05-2023)	Independent Director

 

MEETINGS AND ATTENDANCE:

The Audit committee met Five (5) times during the Financial Year 2023-24. The Committee met on 29th May, 2023, 11th August 2023, 08th November, 2023, 09^th November 2023 and 13th February 2024. The Necessary quorum was present for all Meetings. The table below provided Attendance of the Audit Committee Members.

Sr No	Name of the Director	Position	Category	Meetings Attended
1.	Mr. Vikash Gupta	Member	Non-Executive NonIndependent Director	5
2.	Mrs. Sonuka Gupta (?Resigned w.e.f 29-05-2023)	Member	Independent Director	1
3.	Mrs. Parul Johari (?Appointed w.e.f. 29-052023)	Member	Independent Director	4
4.	Mrs. Anu Gupta (*Resigned w.e.f 11-08-2023)	Chairman	Independent Director-Chairman	2
5.	Mr. Srikant Mundhra (?Appointed w.e.f. 11-08-2023) (?Chairman w.e.f. 08-11-2023)	Chairman	Independent Director-Chairman	3

 

(b) TERMS OF REFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

i. The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.

ii. Review and monitor the Auditors Independence and performance, and effectiveness of Audit process.

iii. Examination of the financial statement and Auditors Report thereon.

iv. Approval or any subsequent modification of transaction of the Company with related parties.

Provided that the Audit Committee may make Omnibus Approval for related party transactions proposed to be entered into by the Company subject to such consultations as may be prescribed.

v. Scrutiny of Corporate Loans and Investments.

vi. Valuation of undertakings or assets of the Company wherever it is necessary.

vii. Evaluation of internal financial controls and risk management system.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Calling for the Comments of the Auditors about internal control system, the scope of Audit, including the observations of the Auditors and review of Financial Statements before their submission to the Board and may also discuss any related issues with the Internal and Statutory Auditors and Management of the Company.

x. Authority to investigate into any matter in relation to the item specified from (i) to (ix) above or referred to it by the Board.

(c) FUNCTION:

The Audit Committee, while reviewing the Annual Financial Statement also review the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company has been ensured in the preparation of the Financial Statement for the year ended 31^st March, 2024.

Besides the above Chairman, Whole-Time Director, Chief Financial Officer, Business heads of the Company divisions and the representatives of the Statutory Auditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism (implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and review the finding of investigation in the cases of material nature and the action taken in respect thereof.

NOMINATION AND REMUNERATION COMMITTEE

(a) COMPOSITION:

The Board of Directors has framed policy which lays down a framework in relation to remuneration of Directors. Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Constitution of the Nomination and Remuneration Committee comprises of 3 Members:

Sr. No.	Name	Designation
1	Mr Vikash Gupta	Non-Executive Director
2	Mrs. Anu Gupta (*Resigned w.e.f.l 1-08-2023)	Independent Director
3	Mrs. Sonuka Gupta (*Resigned w.e.f.29-05-2023)	Independent Director
4	Mr. Srikant Mundhra (*Appointed w.e.f. 11-08-2023) (* Chairman w.e.f. 08-11-2023)	Independent Director
5	Mrs. Parul Johari (?Appointed w.e.f.29-05-2023)	Independent Director

 

(b) MEETING AND ATTENDANCE:

The Nomination & Remuneration Committee met Two (2) times during the Financial Year 2023-24. The Committee met on 29^th May, 2023 & 11^th August, 2023. The necessary quorum was present for all Meetings. The table below provided Attendance of the Nomination & Remuneration Committee members.

Sr No.	Name of the Director	Position	Category	Meetings Attended
1.	Mrs. Anu Gupta (?Resigned wef.l 1-08-2023)	Chairman	Independent	2
2.	Mr. Vikash Gupta	Member	Non Executive Non Independent Director	2
3.	Mrs. Sonuka Gupta (?Resigned w.e.f.29-05-2023)	Member	Independent	1
4.	Mr. Srikant Mundhra (?Appointed w.e.f 11-08-2023 (?Chairman w.e.f. 08-11-2023)	Chainnan	Independent	0
5.	Mrs. Parul Johari (?Appointed wef. 29-05-2023)	Member	Independent	1

 

(c) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act, 2013. The terms of reference of the Committee inter alia, includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria let down and to recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

4. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmark.

5. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves balance between fixed and incentive pay reflecting short term and long term performance objectives appropriate to the working of the Company and its goals.

6. The Company has updated its Nomination and Remuneration Policy for determining remuneration of its Directors. Key Managerial Personnel and Senior Management and other matters provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations, adopted by the Board. The details of this policy have been posted on the website of the Company at: www.bloom-industries.com

STAKEHOLDERS RELATIONSHIP COMMITTEE;

(a) COMPOSITION:

The Board has reconstituted ShareholdersVInvestors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013. The Stakeholders Relationship Committee comprised of:

Sr. No.	Name	Designation
1	Mr Vikash Gupta	Non-Executive Director
2	Mrs. Anu Gupta (Resigned w.e.f. 11-08-2023)	Independent Director
3	Mrs. Sonuka Gupta (Resigned w.e.f. 29-05-2023)	Independent Director
4	Mr. Srikant Mundhra (Chairman w.e.f. 11-08-2023)	Independent Director
5	Mrs. Parul Johari (Appointed w.e.f.29-05-2023)	Independent Director

(b) MEETINGS AND ATTENDANCE:

The Stakeholders Relationship Committee met Four (4) times during the Financial Year 2023- 24. The Committee met on 29th May, 2023, 11th August 2023, 09^th November 2023 and 13th February 2024. The necessary quorum was present for all Meetings.

Sr No.	Name of the Director	Position	Category	Meetings Attended
1.	Mrs. Anu Gupta (Resigned wef. 11-08-2023)	Chairman	Independent	2
2.	Mr. Vikash Gupta	Member	Non Executive Non Independent director	4
3.	Mrs. Sonuka Gupta (Resigned wef.29-05-2023)	Member	Independent	1
4.	Mr. Srikant Mundhra (Appointed wef. 11-08-2023) (Chairman wef. 09-11-2023)	Chairman	Independent	2
5.	Mrs. Parul Johari (Appointed wef.29-05-2023)	Member	Independent	3

 

(c) TERMS OF REFERENCE:

The Company with the assistance of the Registrar and Share Transfer Agent M/s. Purva Sharegistry (India) Private Limited attend to all grievances of the Shareholders received directly through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders Relationship Committee

Meetings are circulated to the Board and noted by the Board of Directors at the Board Meeting.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors. Shareholders are requested to furnish their Telephone Numbers and e-mail address to facilitate prompt action.

DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED, SOLVED AND PENDING SHARE TRANSFERS COMPLAINTS:

Sr. No.	Nature of the complaint	Received	Replied	Pending
1	Non-receipt of shares certificates lodged for transfer	0	0	0
2	Non-receipt of dividend warrants	0	0	0
3	Non-receipt of dividend warrants after revalidation	0	0	0
4	Non-receipt of share certificates lodged for split/ Bonus shares	0	0	0
5	Non Receipt of duplicate shares certificates	0	0	0
6	Letters from SEBI / stock Exchange	0	0	0
7	Letters from Department of Company Affairs / Other Statutory Bodies	0	0	0
	Total	0	0	0

 

During the year, NIL complaints regarding non-receipt of shares sent for transfer. Demat queries were received from the shareholders, all of which have been resolved. The company had no transfers pending at the close of 31.03.2024.

REQUESTS:

Sr. No.	Nature of the Requests	Received	Replied	Pending
1	Receipt of dividend warrants for revalidation	0	0	0
2	Request for mandate correction on Dividend warrants	0	0	0
3	Request for duplicate Dividend warrant	0	0	0
4	Request for copy of Annual Report	0	0	0
5	Request for TDS Certificate	0	0	0
6	Request for exchange of split Share certificate	0	0	0
	Total	0	0	0

 

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about Risk assessment and minimization procedures and the Board has formulated Risk Management policy to ensure that the Board, its Audit Committee should collectively identify risk impacting the Company’s business and document, their process of risk identification and risk minimization as a part of Risk Management Policy/Strategy. The Risk Management Policy of the Company is available on Company’s website at the link https://www.bloom- industries.com/Default.aspx?PagelD=^:3&ReportCatlD=12

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Auditors, corrective action is undertaken in the respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY {( SR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company is not required to adopt a CSR Policy outlining various CSR activities to be undertaken by the Company.

BUSINESS RESPONSIBILITY REPORT

The Company is not required to comply with the requirements associated with Regulation 34(2)(f) of the Listing Regulations. 2015.

AUDITORS AND THEIR REPORTS

a. STATUTORY AUDITOR

M/s. Tibrewal Chand & Co., Chartered Accountants (Firm Regn No.: 311047E who is holding office till the conclusion of 35^th AGM and shall be appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting of 2024 and upto the conclusion of the Annual General Meeting to be held for 2029.

The Report given by the Statutory Auditor for the Financial Statements for the year ended 31^st March. 2024 read with Explanatory Notes thereon do not call for any explanation or comments from the Board under Section 134 of the Companies Act, 2013.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Board has appointed M/s Gopinath Nayak & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^sl March, 2024 is annexed herewith marked as "Annexure B" to this Report. The observations made by the Secretarial Auditor in his report are self -explanatory and does not contain any qualification.

c. INTERNAL AUDITOR

M/s Pawan Shyam Associates, Chartered Accountants, has been appointed as Internal Auditors for the financial year 2023-24. The Company has adequate system of internal checks and controls and the functions of Internal Auditor is being looked after by the Directors.

d. COST AUDITOR

The Company is not required to maintain Cost Audit Records as its turnover is less than prescribed limit, Company not engaged in production of goods or providing services in respect of which any order has been passed by the Central Government under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

AUDITOR’S REPORT:

The Auditors Report to the Shareholders does not contain any reservation, qualification, or adverse remark. During the year under review, neither the statutory auditors nor secretarial auditors have reported to the Audit Committee of the Board under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which need to be mentioned in this Report.

BOARD’S RESPONSE ON AUDITORS’ QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit for FY 2023-24. During the year, there has been no instances of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREV ENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under review, no complaint was received by the Internal Complaint Committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company is incorporated under Whistle Blower Policy. Protected Disclosure can be made by a Whistle Blower through an e-mail or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can be accessed on the Company’s Website at the link https://www.bloom-

industries.com/Default.aspx‘?PaueID=3&ReportCatID=12

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

During the Financial Year 2023-24. your Company has entered into transactions with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with The Companies (Specifications of Definitions details) Rules, 2014. The details of such transaction are given in Notes of the Financial Statements forming part of this Annual Report.

The Company has formulated policy on materiality of related party transactions and also on dealing with related party transactions. The policy is available on the Company’s website: www.bloom-industries.com. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee (for approval) as well as the Board of Directors, on a quarterly basis. There has not been any Omnibus approval for such transactions pursuant to Regulation 23 of the Listing Regulations, 2015.

PARTICULARS OF LOANS OR GUARANTEES GIVEN, SECURITIES PROVIDED OR INVESTMENTS MADE, UNDER SECTION 186 OF THE COMPANIES ACT.2013

The details of Loans and Advances have been given in Notes of the Annual Report. The Company has made/provided Investments during the year under report. However, the Company has not given any Guarantee nor provided any Securities during the year under report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board has laid down Internal Financial Control Policy to be followed by the Company and the policy is available on Company’s website at the link https://www.bloom- industries.com/Default.aspx?PageID=3&ReportCatID=12 The Company has in place adequate

internal financial controls with reference to financial statements. During the year such controls were reviewed and no reportable material weakness in the operation was observed.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company is maintaining cordial and healthy relations with its employees. Employees at all levels are extending their full support. The Company has strong faith in potential of human resources. It believes in the creative abilities of the people; those work for the Company. It believes in the participatory management. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organizations growth and its sustainability in the long run.

KF.Y FINANCIAL RATIO

Key Financial Ratios for the financial year ended March 31, 2024, are provided in the Management Discussion and Analysis Report.

SECRETARIAL STANDARDS

The company hereby affirms that during the year under review company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2023-24 and the Notice of ensuing AGM is being sent to all shareholders whose email addresses are available in the demat account and registered with Companys Registrar and Share Transfer Agent. Shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s).

E-VOTING PLATFORM

In compliance with provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. your Company is registered with CDSL for E-Voting Services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings/ business to be transacted by means of voting through e-voting or ballot paper as provided under the Companies Act, 2013.

DIGITAL TRACKING OF INSIDER TRADING

The Securities Exchange Board of India (‘SEBT) has through amendment of SEBI (Prohibition of Insider Trading) Regulations, 2015 has directed the Companies to identify designated persons and maintain a structured digital database of all such designated persons for prevention of Insider trading. Accordingly, the Company has established an Insider Trading tracking and ensures proper compliance, monitoring and regulate trading by insiders and process of sharing UPSI from time to time.

OTHER DISCLOSURES

1. The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year under report.

2. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on 31/03/2024.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments w ithin the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors have pleasure to place on record their sincere appreciation to the government authorities, Bankers, Financial Institutions, Consultants, Associates, Investors, shareholders, employees, suppliers & contractors of the Company for the valuable co-operation and assistance extended to the Company.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who. through their competence and hard work, have established Company to achieve better performance and look forward to their support in future as well.

Place: Rourkcla Date: 07/09/2024